ex106.htm


     

    LABWIRE

     

    OCCUPATIONAL
SCREENING SERVICES

    AGREEMENT

    


    _____________________________________________________

    


    Prepared
For:

    ARAMARK

     

    _____________________________________________________

    


    Prepared
By:

    Labwire,
Inc.

    14133
Memorial Drive

    Suite
1

    Houston,
TX 77079

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Services
Agreement

      


      This
agreement (the “Agreement”) is made as of April 20, 2007 by and between
Labwire, Inc.
(hereinafter called “Administrator”) and ARAMARK  (hereinafter
called “Client”), and
defines the services that the Administrator will provide the Client in return
for being designated primary vendor of substance abuse protocol required as part
of Client’s company–sponsored substance abuse examination of applicants and
employees.

      


      


      I.     Description
of Protocol

      


      Administrator
will provide laboratory-testing services in accordance with the specifications
described in Attachment I to this Agreement, incorporated herein by
reference.

      


      II.     Specimen
Collection

      


      Administrator
will coordinate specimen collection services in accordance with the
specifications described in Attachment II to this Agreement, incorporated herein
by reference.

      


      III.     Specimen
Transportation

      


      Administrator
will assume responsibility for overnight transportation of all specimens to the
appropriate testing site.

      


      IV.     Compensation

      


      Compensation
applicable to the substance abuse protocol covered in this Agreement is set
forth in Attachment II to this Agreement, incorporated herein by
reference.

      


      V.     Results
(Availability

      
         

        
          
            	 
      	
                    A.

                  	
                    Negative
      test results will usually be released within twenty–four hours (24) after
      receipt of the specimen at the testing site.

                  
	 
      	 
      	 
      
	 
      	
                    B.

                  	
                    Positive
      or irregular results (those requiring recheck) will usually be released
      within 48–72 hours after receipt of the specimen at the testing
      site.

                  
	 
      	 
      	 
      
	 
      	
                    C.

                  	
                    Holidays
      and weekend work schedules may alter the schedule of results availability
      as described above.

                  


          

        

      

       

      VI.     Results
(Delivery)

      


      Via Labwire, electronic reporting
of results in a manner designed to protect confidentiality may be available
subject to minimum volume guidelines and any applicable federal or state
regulations.

      

        VII.     Supplies

        


        All
supplies essential to the collection, identification and transportation of
specimens to the testing site will be provided by testing laboratory,
coordinated by Administrator.

        


        VIII.     Chain
of Custody

        


        Administrator
will provide Client with chain of custody documentation and procedures to
account for the integrity of each urine specimen by tracking its handling and
storage from point of collection to final disposition.  Such
procedures are designed to disclose evidence of specimen
tampering.  Specimens arriving at the testing site showing signs of
tampering will be considered void and unqualified for testing.

        


        IX.     Medical
Review Officer (MRO) Services


        MRO
services will be performed on all specified drug
screens.  Administrator’s recommendation regarding Medical Review
Officer services are described in Attachment III to this Agreement, incorporated
herein by reference.  In the case that client chooses a program
without MRO services, then client assumes all liability and responsibility for
communications with donor regarding results.

        


        X.     Random
Program

        


        The
Administrator will provide and conduct the random selection
program.  The Client will provide the Administrator with a list of
employees, job location numbers and social security numbers, in a predetermined
format, prior to initiation of the program.  The Client will provide
updated employee lists, job location numbers and social security numbers seven
(7) days prior to each random selection.  Random selection services
will be provided by Administrator in accordance with the specifications
described in Attachment II to this Agreement, incorporated herein by
reference.

        


        XI.     Coordination
of Activities

        


        All
activities described in Sections II–XI, above, will be coordinated by
Administrator’s personnel; who will assume responsibility for setting up each
site to ensure proper implementation, supply distribution, specimen
transportation, results delivery, invoicing, and collection
orientation.

        


        XII.     Agreement
Implementation

        


        This
agreement will require 30–45 days to fully implement following Administrator’s
receipt of rosters denoting the name, delivery address, telephone number, and
contact person at each of Client’s sites.  Client roster should be
affixed to this Agreement when Client signs it.  To ensure prompt
attention to any additions/deletions to this roster, changes must be
communicated in writing to the following:

        


        Labwire,
Inc.

        ATTN:  Client
Services

        14133
Memorial Dr Suite 1

        Houston,
TX 77079

        Admin@labwire.com

        


        XIII.     Litigation
Assistance

        


        Administrator
is available to provide litigation assistance.

        


        XIV.     Payment
Terms

        


        Services
provided under this Agreement will be billed to Client
bi-monthly.  Payment for the net billed amount is due upon
receipt.  Balances unpaid after 30 days following billing are subject
to a finance charge of 11⁄2 percent per month, and interest shall accrue from the
first date of billing on all such unpaid balances.

        


        XV.     Term
and Termination

         

        
          
            	 
      	
                    A.

                  	
                    The
      contents of this Agreement constitute a bona fide offer and will remain
      firm if accepted by May 1, 2007.

                  
	 
      	 
      	 
      
	 
      	
                    B.

                  	
                    This
      Agreement shall exist for an initial period of two (2) year from the
      effective date first above written, and shall automatically renew for
      successive periods of one (1) year, with the understanding that the fees
      set forth in Section IV above are subject to negotiation between Client
      and Labwire, Inc. on the anniversary date of the Agreement for each
      succeeding term.

                  
	 
      	 
      	 
      
	 
      	
                    C.

                  	
                    Either
      party may cancel this Agreement at the end of the initial term or any
      renewal term upon giving the other party written notice of its intent not
      to renew at least thirty (30) days prior to the expiration of the then
      current term.

                  
	 
      	 
      	 
      
	 
      	
                    D.

                  	
                    Upon
      termination of this agreement, all monies owed by client are due and
      payable within 15 days upon receipt of full payment all client records
      will be delivered to client.

                  
	 
      	 
      	 
      
	 
      	
                    E.

                  	
                    This
      Agreement shall automatically terminate on and as of the date any of the
      following occur: The filing of a petition in bankruptcy by either party:
      or the making by either party of an assignment for the benefit of
      creditors: or if any involuntary petition in bankruptcy or petition for an
      arrangement pursuant to the Bankruptcy Code is filed against either of the
      parties: or if a receiver is appointed for the business of either party,
      or any part thereof: or if either party should by law or otherwise
      discontinue its operations for any reason whatsoever.

                  
	 
      	 
      	 
      
	 
      	
                    F.

                  	
                    If
      either party should fail to comply with any material term of this
      Agreement, the other party may, at its discretion, declare a default and
      terminate this Agreement for cause with a thirty (30) day written notice
      of its intent to so terminate, only if issue(s) remain unresolved for more
      than thirty (30) days.  Notification in writing must be made to
      either party at the address
below.

                  


          

        

         

        XVI.     Compliance
with Laws

         

        
          
            	 
      	
                    A.

                  	
                    Client
      is responsible for compliance with any and all state or federal laws and
      regulations, which may be applicable to Client’s Substance Abuse Program
      policies.  It is the Clients’ sole responsibility to review the
      protocols contained in this Agreement to insure that the protocols and
      Client’s Substance Abuse Program and policies satisfy all laws and
      regulations.

                  


          

        

        
           

          XVII     Miscellaneous

        

         

        A.     Entire
Agreements; Amendments

        


        This
Agreement contains the entire understanding of the parties with respect to the
subject matter hereof, supersedes any and all prior agreements, understandings
and arrangements between the parties hereto regarding the subject matter hereof,
and is intended as a final expression of their agreement and a complete
statement of the terms thereof, and shall not be modified except in writing
signed by both parties.

        


        B.     Notices

        


        All
notices required under this Agreement shall be in writing, personally delivered
or sent by certified mail, return receipt requested, addressed to the other
party as follows:

         

        
          
            	
                    Administrator:

                  	
                    Labwire,
      Inc.

                    14133
      Memorial Dr

                    Suite
      1

                    Houston,
      TX 77079

                     

                  
	
                    Client:

                  	
                    ARAMARK

                    Attn:
      Kimberly Donohue

                    1101
      Market Street, 12th Floor

                    Philadelphia,
      PA 19107

                     

                  


          

        

        


        Either
party may change its address to which notice shall be sent by a notice similarly
sent.

        


        C.     Force
Majeure

        


        Neither
party shall be liable for failure to perform any duty or obligation that either
may have under this Agreement where such failure has been occasioned by an act
of God, fire, strike, inevitable accident, war or any cause outside the
reasonable control of the party who had the duty to perform.

        


        D.     Waiver

        


        The
failure of either party to exercise or enforce any right conferred upon it
hereunder shall not be deemed to be a waiver of any such right nor operate to
bar the exercise or performance thereof at any time or times thereafter; nor
shall its waiver of any right hereunder at any given time; including rights to
any payment, be deemed a waiver thereof for any other time.

        


        E.     Assignment

        


        Neither
party may assign its respective rights and obligations arising out of this
Agreement, without prior consent in writing of the other party except that
Administrator may assign and any right hereunder to its parent, a subsidiary or
an affiliate corporation without the consent of the Client.  Subject
to the foregoing, this Agreement inures to the benefit of, and is binding upon,
the successors and assigns of the parties hereto.

        


        F.     Travel

        


        The
Client will reimburse the Administrator for all travel expenses, including but
not limited to lodging, transportation and meals if circumstances require
services which necessitate an overnight stay.

        


        G.     Indemnification

        


        Administrator
is an independent contractor providing the Client with Services as specified in
this Agreement, as may be amended, and shall not be deemed to be an employee,
agent or representative of the Client, except to the extent necessary to comply
with applicable U.S. Department of Transportation, DHHS, or state and local laws
and regulations.  THE ADMINISTRATOR AGREES TO INDEMNIFY AND HOLD
HARMLESS THE CLIENT AGAINST ANY CLAIMS ARISING OUT OF THE ADMINISTRATOR’S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT IN REPORTING FALSE DATA OR RESULTS TO CLIENT.
THE ADMINISTRATOR SHALL NOT BE LIABLE FOR THIRD PARTY’S SERVICES, FOR ANY
ACTIVITIES RESULTING FROM THE ENFORCEMENT OF THE CLIENT’S POLICIES OR FOR THE
ACTIONS OF THE CLIENT’S APPLICANTS OR EMPLOYEES RELATING TO THE SERVICES. CLIENT
AGREES TO INDEMNIFY AND HOLD ADMINISTRATOR HARMLESS FROM ANY CLAIM, LIABILITY,
LOSS OR DAMAGE BROUGHT BY THIRD PARTIES OR COMPANY APPLICANTS OR EMPLOYEES, OF
WHATEVER NATURE, ARISING OUG OF THE SERVICES, EXCEPT TO THE EXTENT CAUSED BY THE
GROSS NEGLIGENCY OR WILLFUL MISCONDUCT OF ADMINISTRATOR. IN NO EVENT SHALL THE
ADMINISTRATOR’S LIABILITY EXCEED, IN THE AGGREGATE, THE SERVICES FEE PAID TO THE
ADMINISTRATION DUGING WHICH ANY OF SUCH EVENTS OCCURRED. IN NO EVENT SHALL
EAITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY,
CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT FO THIS AGREEMENT OR ANY
BREACH THEREOF. THIS LIMITATION OF LIABILITY, HOEVER, SHALL NOT APPLY TO ACTIONS
WITH RESPECT TO INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHRS OF EITHER
PARTY OR TO ACTIONS FOR INDEMNITY.

        


        H.     Severability

        


        If any
provision of this Agreement is held to be, invalid or unenforceable by a court
of competent jurisdiction, the parties shall, if possible, agree on a legal,
valid and enforceable substitute provision which is similar in effect to the
deleted provision as possible.  The remaining portion of the Agreement
not declared illegal, invalid or unenforceable shall, in any event, remain valid
and effective for the term remaining unless the provision found illegal, invalid
or unenforceable goes to the essence of this Agreement.

        


        I.     Governing
Law

        


        The
provisions of this Agreement shall be constructed, interpreted and governed by
the substantive laws of the State of Texas, including all matters of
construction, validity, and performance.

        
          


          J.     Legislative
Modification

          
            


             

            Not
withstanding any other provision to the contrary, In the event that any federal,
state or local law, rule, regulation or interpretation thereof at any time
during the term of this Agreement prohibits, restricts, or in any way materially
changes the method or amount of reimbursement or payment or services under this
Agreement, then this Agreement shall, In good faith, be amended by the parties
to provide for payment of compensation in any manner consistent with any such
prohibition, restriction or limitation. With respect to any law, rule,
laboratory service, regulator, or interpretation thereof which results In an
Increase in the cost of services provided by the Administrator hereunder,
Administrator shall have the right to increase fees to reach that level of
prices with which it is willing to provide services hereunder, after
notification to and agreement by Client, which agreement shall not be
unreasonably withheld. In such event, either party shall have the option of
terminating this Agreement; otherwise, this Agreement shall remain in full force
and effect.

          

          
            


             

            K. Section
Headings

          

          
            


             

            Section
headings contained in this Agreement are for reference purpose only and shall
not affect, in any way, the meaning and interpretation of this
Agreement.

          

          
            


             

            IN
WITNESS WHEREOF, the duly authorized representatives of the parties have
executed this Agreement in duplicate effective as of the date first above
written.

          

          
            


             

            ARAMARK
Management Services Labwire, Inc.

          

          
            
              	
                       
      

                    	
                      Limited
      Partnership