SERVICE AGREEMENT
This Agreement is entered into by and between ProLab Testing LLC., ("ProLab"), with its principal place of business located at 1260 Iroquois Ave Ste 308, Naperville, IL 60563, and * ("Employer"), with its address at * * * * * (Employer address), effective as of the 
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ProLab is a Third-Party Service provider, which assists the Employer with the management of drug and alcohol testing programs. All agreements and arrangements, written or unwritten, between and among Employer and ProLab concerning the implementation of DOT drug and alcohol testing requirements are deemed, as a matter of law, to require compliance with all applicable provisions of 49 CFR Part 40 and DOT agency drug and alcohol testing regulations. Compliance with these provisions is a material term of all such agreements and arrangements.
ProLab and the Employer mutually consent to adhere to the terms and conditions outlined herein.
DEFINITIONS
Safety-sensitive. Refers to under the FMCSA guidelines, operators of commercial motor vehicles engaged in commerce across states, personnel tasked with executing any of the safety-sensitive roles as periodically defined by the FMCSA. In every instance, an employee deemed "safety-sensitive" encompasses all persons who are actively engaged in, prepared to engage in, or readily available to undertake any duty considered safety-sensitive, as relevant.
Web Portal. An online platform with individual credentials to login that serves as a comprehensive management system for drug, alcohol, and occupational health screenings, fully integrated with the Medical Review Officer (MRO) service and the processing of laboratory results. This application facilitates the management of employee compliance, and random selection programs, and ensures adherence to Department of Transportation (DOT) regulations.
Designated employer representative (DER). An employee authorized by the employer to take immediate action(s) to remove employees from safety-sensitive duties, or cause employees to be removed from these covered duties, and to make required decisions in the testing and evaluation processes. The DER also receives test results and other communications for the employer, consistent with the requirements of this part. Service agents cannot act as DERs.
Random Consortium Service. A service that provides the Employer with the capability to orchestrate and execute random selection and testing protocols in strict adherence to the regulations and guidelines stipulated by the Department of Transportation (DOT), or in accordance with the specific requisites delineated by the Employer.
Employee. For the purposes of this Agreement, the term "Employee" shall encompass any individual or entity engaged in duties or roles that are considered safety-sensitive within the operational scope of the Employer. This includes, but is not limited to, individuals who are formally employed by the Employer, independent contractors, and owner-operators who operate under the Employer's authority. An "Employee," as defined herein, is involved in the direct handling, management, or transportation of goods in a manner that requires adherence to safety protocols and regulations to ensure the well-being of the Employee, others involved in the transport process, and the general public. This definition is inclusive of all personnel who, through their duties, could directly affect the safety of the transport operations conducted by or on behalf of the Employer.
TERMS AND CONDITIONS
1. The individual signing below, who acts for an Employer regulated by DOT/FMCSA, assures ProLab that they have the power to commit the entity to this agreement's terms and conditions. If you lack this authority, you are not permitted to agree to this agreement.
2. The term of this Agreement (the "Term") shall continue in perpetuity unless terminated by either party in accordance with the following:
- Either party may immediately terminate this Agreement upon 60 days prior written notice, which may be by email.
- Either party may terminate this Agreement at any time for any reason if the other party violates a term of this Agreement and fails to remedy it within ten (10) business days, after receiving written notice from the aggrieved party of such violation (unless such party is provided a shorter period of correction under this Agreement), or immediately if the other party goes out of business, dissolves or initiates any bankruptcy, receivership or other procedure for release from liability to creditors. The Employer's payment obligations of any kind shall be construed as "essential condition", a violation of which gives the ProLab the right to immediately terminate this Agreement.
3. The Employer must take every necessary precaution to prevent unauthorized access to the web porta and bears complete responsibility for any actions taken through accounts assigned to the Employer.
4. The Employer is accountable for ensuring the accuracy, legality, privacy, and regulatory compliance of all data input into the web portal or transmitted via email, phone or fax. ProLab is not responsible for, and cannot be held liable for, any data that the Employer inputs or extracts from the web portal.
5. The Employer solely bears the responsibility for ensuring compliance with all applicable Department of Transportation (DOT) regulations and requirements.
6. This agreement shall only become effective upon its execution and dating by duly authorized representatives of both the Employer and Med-Stop. To validate this agreement, the signed document must be either directly uploaded to the Med-Stop App at the moment of initiation or sent via fax to the main fax number of Med-Stop. Upon receipt of a faxed agreement, a Med-Stop representative will scan and upload it to the Med-Stop App, where it will be maintained as a legally binding document for the Employer.
PROLAB RESPONSIBILITIES
1. Pre-employment, Random*, Reasonable Suspicion, Post-Accident, Return to Duty, Follow-Up Testing. ProLab shall assist all stated testing of prospective and hired employees, when applicable, identified by the Employer through the web portal or via email.
2. Random testing. ProLab shall assist with random testing based on quarterly selections. The Employer shall be notified through the web portal or via email. ProLab will utilize randomizing software compliant with DOT FMCSA. It is Employer’s responsibility to ensure that all safety-sensitive employees are added to the random pool and that it is always up to date. Employees may be added and or deleted to/from the pool through the web portal or via email request. Employer’s responsibility to maintain an updated safety-sensitive employees list at all times. Employer shall ensure that safety-sensitive employees list includes Full names, DOBs, phone number, CDL number and State. Once the random selections are generated, ProLab shall notify the Employer via web portal or email. Employer’s responsibility to inform its selected safety-sensitive employee and conduct the test within one (1) – three (3) weeks. If the selected individual is unable to complete the test, Employer shall document the reason and notify ProLab via email.
3. ProLab shall combine safety-sensitive employees from one (1) or more employers into a single random pool.
4. Designation of Medical Review Officer (MRO). ProLab shall designate a qualified medical review officer (MRO) to the Employer’s account for the purpose of receiving, analyzing, and communicating the results of Employee drug and alcohol tests. ProLab shall be free to designate a qualified MRO of its choice.
5. Communication. All requests such as scheduling a test, receiving results, and adding/removing employees, maintaining records shall be done using an web portal or email. Questions such as understanding the online portal, and consulting related questions can be asked via email or phone.
6. Enrollment. Upon Execution of this agreement and the satisfaction of the payment of any advanced service fees, ProLab shall provide the web portal access to Employer and establish Employer’s laboratory account within 5-10 business days. Per Employer’s request, ProLab shall guide through the web portal, and send certificate of Enrollment.
7. Compliance. ProLab is not responsible for ensuring the compliance of any Employer’s policies, practices, procedures; obligations to cease conducting post-accident testing after the time periods specified under DOT/FMCSA regulations or any other laws/regulations applicable to Employer or its Employees. It is Employer’s responsibility to ensure that all safety-sensitive employees are added to the random pool and that it is always up to date. Employer responsibility to ensure that all driver’s supervisors are trained in accordance with 49 CFR §382.603 .
EMPLOYER RESPONSIBIITIES
1. The Employer is solely responsible to keep an up-to-date list of active employees, their drug and alcohol testing related records of its employees within the web portal. This accuracy is essential for a proper random selection process. Deviations from the factual data could lead to selections that fail to comply with the required percentages established by DOT regulations or the Employer's own guidelines. Failure to maintain a precise employee roster in the web portal will invalidate this agreement.
2. The employer is responsibility to inform its selected safety-sensitive employee and conduct the test within one (1) – three (3) weeks in accordance with DOT regulations. If the selected individual is unable to complete the test, Employer shall document the reason and notify ProLab via email.
3. The Employer is responsible to implement all reasonable measures to ensure the privacy of Employee Information, adhering to all relevant regulations governing the transmission, storage, and handling of such data.
4. The Employer must develop, keep current, manage, and follow its compliance program in line with relevant legal requirements, such as those outlined in 49 C.F.R. Part 40. This involves making sure that none of its Employees engage in any Safety-sensitive tasks if they fail or refuse to undergo a test until they are legally allowed to resume work.
5. The Employer is entirely responsible for identifying which of its Employees are considered Safety-sensitive or perform Safety-sensitive roles. They must ensure the ProLab is provided with an up-to-date and complete roster of such Employees, and they are required to efficiently add or remove Employees from their Safety-sensitive list on the web portal. ProLAb is not liable for the Employer's mistakes in classifying Employees or for not keeping the Employee list current and accurate. Furthermore, the Employer will be indemnified by the ProLab for any damages it suffers due to the Employer's non-compliance with relevant laws. Updates to the Employer's list of Employees must be made at least monthly, unless there are no changes to report.
6. The Employer is obligated to refrain from any conduct that may foreseeably cause Employees to receive advance notice of their selection for participation in drug and/or alcohol screening procedures.
7. The Employer shall assume sole responsibility for ensuring its Employees for directing its Employees to arrange and attend their testing appointments, for motivating Employees to undergo testing as deemed appropriate by the Employer within the constraints of Applicable Law, and for executing disciplinary actions against Employees who do not comply with testing requirements. The ProLab’s obligation shall be confined to providing Employees with referrals to approved testing facilities via the web portal, without bearing any responsibility for the coordination or facilitation of test scheduling.
8. The Employer is required to comply with the web portal's terms and conditions and to recognize its privacy policy.
INDEMNIFICATION
The Employer hereby agrees to defend, indemnify, and hold harmless ProLab, including its officers, directors, employees, agents, licensors, vendors, and suppliers, from any and all claims, demands, actions, liabilities, losses, costs, damages, and expenses (including reasonable attorneys' fees and accounting costs) arising out of or in connection with any breach of this agreement by the Employer, or the Employer's use of the web portal, to the fullest extent permitted by law. Furthermore, the Employer commits to indemnify and hold harmless ProLab, any affiliated certified laboratories, medical review officers (MROs), or collection sites engaged under this Agreement, from any claims, losses, liabilities, damages, costs, and expenses, excluding those resulting from their own willful misconduct or gross negligence. This indemnification covers all forms of legal and financial harm that might arise from the execution of this Agreement, except for actions that constitute a deliberate wrongdoing or a significant oversight by ProLab, laboratories, MROs, or collection sites providing services to the Employer.
The Employer and Med-Stop mutually stipulate that any claims arising from or related to this agreement shall be brought by either party exclusively on an individual basis, and not as a plaintiff or class member in any class, collective, or representative action. Furthermore, without the express consent of both the Employer and Med-Stop, an arbitrator shall not have the authority to combine multiple individuals’ claims into a single proceeding, nor to preside over any action that is representative or encompasses a class of claimants.
CLASS ACTION WAIVER
The Employer and ProLab mutually stipulate that any claims arising from or related to this agreement shall be brought by either party exclusively on an individual basis, and not as a plaintiff or class member in any class, collective, or representative action. Furthermore, without the express consent of both the Employer and ProLab, an arbitrator shall not have the authority to combine multiple individuals’ claims into a single proceeding, nor to preside over any action that is representative or encompasses a class of claimants.
DISCLAIMER
1. The Employer acknowledges that the use of the web portal is entirely at their own risk. ProLab does not guarantee uninterrupted or error-free operation of the web portal.
2. Under no circumstances will ProLab be liable for any personal injury, property damage, loss of profit, replacement costs, data loss, interruption of work, failure of computer or electronic devices, or for any indirect, incidental, special, consequential, or punitive damages arising from the use of the web portal or any claimed faults, errors, omissions, interruptions, deletions, defects, operational delays, unauthorized access, alterations, or use or display of any record, content, or technology involving the web portal. This clause applies to all claims of damage, whether they are based on contract breach, tort, negligence, or any other legal theory, even if ProLab has been notified of the possibility of such damages.
3. The provisions of this Agreement and the settlement of any disputes arising from its terms shall be governed and construed in accordance with the laws of the State of Illinois. Any such disputes shall be adjudicated solely in the state and federal courts located within the State of Illinois.
CONFIDENTIALITY
ProLab, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of ProSafety, or divulge, disclose, or communicate in any manner, any information that is proprietary to Employer. ProLab and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement.
ProLab shall take commercially reasonable measures to protect information
transmitted via the web portal, but cannot guarantee that its security measures are infallible. ProLab does not guarantee that Employer information will not be intercepted, altered, hacked, or exploited by third parties. Employer is responsible for maintaining the confidentiality of any Portal username and password assigned to it. ProLab is not responsible for the authorized use of the online portal resulting from Employer's failure to properly secure its access information.
TERMINATION
The term of this Agreement (the "Term") shall continue in perpetuity unless terminated by either party in accordance with the following:
1. Either party may terminate this Agreement upon 60 days prior written notice by email to support@prolabtesting.com. The employer is obligated to settle any pending fees due. Should there be any outstanding service fees unpaid by the Employer, the Company reserves the right to pursue the collection of all due balances through appropriate collection methods and agencies.
2. ProLab reserves the right to terminate or suspend this Agreement immediately, without prior notice, if it determines that the Employer has engaged in actions constituting a breach of this Agreement or contravention of any relevant legislation. Notice of termination will be conveyed to the Employer through an email to the Employer's primary email address.
3. This Agreement shall be deemed terminated if the Employer either fails to agree to amendments to this Agreement or to clear any due balances in accordance with the stipulations of this Agreement.
4. The Employer's account may be suspended, and/or this Agreement may be terminated, should there be any ProLab fees overdue by more than 30 days.
5. Upon termination of the Employer's account, access to the Med-Stop App will be revoked, and all data contained within the Employer's account will be erased.
MISCELLANEOUS
1. ProLab retains the authority to amend this Agreement at its discretion. Notification of any such amendments will be provided to the Employer through email. The revised Agreement will be made accessible to the Employer via email. The Employer's ongoing usage of the web portal subsequent to the implementation date of any alterations to this Agreement shall constitute the Employer's consent to the amended terms.
2. Neither Party will be held liable for any delays or failures in fulfilling any non-financial duties stipulated in this Agreement if such delays or failures are attributable to forces beyond their reasonable control, including but not limited to acts of God, warfare, uprisings, public disturbances, actions of public enemies, embargoes, acts of government in its sovereign operations, severe weather conditions (including, but not limited to, typhoons or earthquakes), or any other events outside the reasonable control and without the fault or negligence of the Party experiencing the delay (each, a "Force Majeure Event"). Should any Force Majeure Event occur, the Party hindered in its performance ("Affected Party"), shall notify the other Party promptly and will be exempt from fulfilling its obligations on a daily basis for the duration of the Force Majeure Event. Correspondingly, the other Party is also relieved from its obligations on a daily basis for the same duration. Nonetheless, the Affected Party must endeavor to mitigate or remove the Force Majeure Event as swiftly and reasonably as possible. Upon cessation or resolution of the Force Majeure Event, both Parties are obliged to resume the execution of their responsibilities under this Agreement immediately.
3. Apart from the Customer's indemnity obligations as set forth in the “Indemnification” section of this agreement the liability of each party under this agreement shall be limited to actual damages. Neither party will be liable for indirect damages, including lost profits, special, incidental, or consequential damages, regardless of the cause or under any theory of liability. This limitation applies even if a party has been informed of the possibility of such damages. This exclusion of liability persists despite any failure of the essential purpose of any remedy.
4. Additional Collection Facility Fees. Notwithstanding any provision to the contrary herein, the Employer acknowledges that certain collection facilities utilized for the services under this Agreement may impose their own additional fees for the collection services rendered. Prolab expressly disclaims any control over, or responsibility for, such additional fees charged by these independent collection facilities. It is hereby agreed that any and all such additional fees shall not be the responsibility of the Company, but shall be borne solely by the Employer. The Employer hereby agrees to directly pay, or reimburse the Company for, any such additional fees incurred as a result of utilizing these independent collection facilities for the services required under this Agreement.
SERVICES AND FEES
Name Price
Drug Testing Fee $75
Breath Alcohol Testing Fee $65
Observed Urine collection in addition to a drug testing fee $35
DOT Physical Exam $140
MVR $12+State Fee
Other services (may include reasonable suspicion Supervisor Training, MIS report, Clearinghouse set-up assistance etc. by request
As the duly authorized representative of the Employer, I hereby agree to the terms and conditions of this Agreement and acknowledge the obligation to comply fully with all its provisions. It is understood that ProLab reserves the right to revoke our participation should we not adhere to the Agreement's terms, including those specified in notifications for random testing. This Agreement shall renew automatically for successive twelve-month periods unless either the Employer or its Representative submits to ProLab a written notice of intention to terminate this Agreement, or should ProLab decide to terminate the Agreement for any reason.
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Employer Representative Name
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SIGNATURE
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