HEARTLAND INFORMATION SERVICES, INC. INVESTIGATIVE SERVICES AGREEMENT THIS SERVICE AGREEMENT ( Agreement ) is entered into and effective as of (Date) by and between, a Minnesota Corporation doing business as Heartland Investigative Group, Heartland Corporate Security and Heartland Corporate Intelligence (collectively, Heartland or Company ) and ( Client or You ). Either Heartland or Client may be individually referred to as a party or collectively as the parties. SECTION ONE AGREEMENT & SERVICES 1.1 Acceptance of Agreement. This Agreement is deemed accepted by Client upon Client s signature. By signing this Agreement, Client agrees to be bound by this Agreement in its entirety and all of the individual terms and conditions contained herein. This Agreement may be completed online at www.heartlandinfo.com and is deemed electronically accepted upon Client s completion of the online registration form. To complete online registration, Client must check the box indicating acknowledgement and acceptance of the terms and conditions of this Agreement. 1.2 Scope of Services. Heartland shall provide Client with investigative, security and consulting services ( Services ) individually suited to Client s requests and needs to the extent Heartland deems practicable and commercially reasonable in accordance with its company policies. Services provided will vary and be limited in scope according to each Client and the circumstances of each particular matter. The scope of the Services may be supplemented or amended at any time upon the reasonable request of Client or Heartland via e-mail, receipt of which shall be mutually confirmed and acknowledged. 1.3 Independent Contractor. Heartland shall at all times be deemed an independent contractor. Nothing in this Agreement shall be construed to create an association, joint venture or partnership between the Parties or to impose any partnership obligation or liability on either party. Notwithstanding Heartland s ability to engage third party vendors on Client s behalf pursuant to Section 2.3 of this Agreement, neither Party shall have the authority to bind, create an obligation of or impute liability to the other party as a result of it actions or representations. Employees of Heartland shall at no time be considered employees, agents or servants of Client. Heartland employees shall at all times report to Heartland and remain under Heartland s direction and control. 1.4 Term. This Agreement shall be effective as of the above listed date and remain in force until termination by the parties as set forth below. 1.4.1 Termination. The parties may terminate this Agreement as follows:
(a) Upon fifteen (15) days written notice by Client to Heartland; (b) Upon written notice by Heartland to Company; (c) Upon the mutual written consent of the parties; or (d) Upon a material breach by one of the parties which remains uncured for thirty (30) days after written notice of the breach is received by breaching party. 1.4.2 Termination of Matters. Notice of termination shall apply only to the specific matter and not the Service Agreement as a whole. Termination of a particular matter shall not terminate the Client s engagement with Heartland. SECTION TWO BILLING & PAYMENT 2.1 Fees. Fee structures are determined on a case-by-case basis. Heartland utilizes both flat fee and hourly billing structures depending on the needs of the Client. Billing rates or fee arrangements will be clearly communicated, accepted and agreed upon by both parties prior to the commencement of Services. Unless otherwise requested by Client, the communication of and agreement to fee arrangements or rates shall occur via e- mail, receipt of which shall be mutually confirmed and acknowledged by both parties. In the absence of such an agreement, Client shall be billed at Heartland s standard hourly rates in force as of the date of this Agreement. Client shall be billed for work performed regardless of the outcome or results obtained. 2.2 Fee Estimate Disclaimer. UNLESS YOU HAVE AGREED TO A FLAT FEE ARRANGEMENT, YOU ACKNOWLEDGE THAT IT IS IMPOSSIBLE FOR HEARTLAND TO ESTIMATE THE TOTAL TIME THAT WILL BE REQUIRED TO ADEQUATELY PERFORM THE SERVICES. WHILE HEARTLAND MAY PROVIDE AN ESTIMATE OF MONTHLY OR TOTAL FEES, THIS IS MERELY A COURTESY TO PROVIDE YOU WITH A BROAD RANGE OF THE POSSIBLE COSTS OF SERVICE. ALL ESTIMATES ARE NON-BINDING. YOUR TOTAL FEES WILL BE BASED UPON THE TIME SPENT IN PERFORMANCE OF THE SERVICES PLUS ANY EXPENSES. 2.3 Expenses. Heartland may incur out-of-pocket expenses as necessary to provide Client with the Services requested. Heartland will communicate the necessity of such expenses to Client and seek Client s approval, to the extent reasonable, prior to incurring such expenses. Heartland will advance the cost of expenses as incurred, whether to third party vendors or otherwise. Such expenses may include travel and lodging costs, postage, filing, recording and certification fees and various other government imposed fees. Heartland will likely incur various internal expenses on Client s behalf, including but not limited to communication costs, long distance 2
telephone charges, facsimile transmissions, overnight courier fees and photocopying costs. Client consents to Heartland s use of third party vendors to provide various support activities when necessary. Client further consents to Heartland s disclosure of Client information when necessary to perform the Services. 2.4 Invoicing. Matters which take less than one (1) month to complete shall be billed upon completion. All other matters shall be invoiced on a monthly basis. Services and expenses shall be billed by the tenth (10 th ) day of each month following the date on which Services were performed. Payment shall be due within thirty (30) days of Client s receipt of invoice. Client waives the right to dispute any invoice thirty (30) days after Client s receipt of said invoice or upon Client s payment. 2.4.1 Late Payment Penalties. Payments not received within forty-five (45) calendar days of the invoice date shall be in default and subject to interest charges computed daily at a rate equal to the lesser of one and one half percent (1.5%) per month or the highest rate permissible under applicable law. 2.5 Non-Payment. Heartland reserves the right to discontinue providing Services to Client in the event of non-payment. Heartland may resume providing Services at its own discretion if Client is able to bring its account current. Heartland may also choose to discontinue Services permanently at its own discretion. Client agrees to assume complete responsibility for all costs of collection, including attorneys fees and court costs incurred by Heartland for the purpose of collecting past due amounts or enforcing judgments. 2.6 Retainers. Heartland may request or require payment of a retainer fee prior to the commencement of Services depending on the circumstances of the matter or Client. Heartland will use its best efforts to ensure that the amount requested is appropriate to the Services being provided and the length of time of the engagement. Heartland will draw against retainer funds to satisfy Client s invoices. If Client deposits a retainer, Client will receive invoices in accordance with the Company s customary billing cycle and practices. Heartland may request that Client replenish the retainer funds when depleted. 2.6.1 Expense or Cost Retainers. Heartland may request an expense or cost retainer, in addition to and separate from the fee retainer described in Section 2.6, in the event that Heartland expects to incur substantial expenses on Client s behalf. 2.6.2 Commencement of Services. In the event that Heartland requests a retainer for fees or expenses, Heartland shall reserve the right to postpone the commencement of Services until the retainer has been deposited and payment has cleared Heartland s bank or financial institution. 3
(e) Use or disclosure of the information provided by Client does not violate any applicable local, state and federal laws and regulations, including but not 4 [Space intentionally left blank.] SECTION THREE REPRESENTATIONS & WARRANTIES 3.1 Representations and Warranties of Client. 3.1.1 Purpose of Services. Client represents and warrants that it has not engaged Heartland or its Services in furtherance of any illegal purpose or for the purpose of harassing, inflicting emotional harm, or interfering with the business opportunities of the subject of the investigation. Client represents and warrants that the subject of the investigation does not hold a temporary or permanent restraining order, civil injunction or order for protection or other type of nocontact restriction against Client; Client represents and warrants that it is not using Heartland or its Services to aid or abet Client in violating any court order including, but not limited to a restraining order, injunction, order for protection or other type of no-contact restriction. 3.1.2 Subject of Investigation. Client represents and warrants that Client has not been arrested for, charged with or convicted of any type of harassment, stalking, making terroristic threats, domestic violence, physical violence of any sort, assault, battery, or any other serious crime involving the infliction of physical, mental or emotional harm on the subject of the investigation. 3.1.3 Client Information and Disclosures. Client may provide various information, documents or data ( Client Information ) to Heartland prior to or during the performance of the Services. Client represents and warrants the following with respect to the information it provides to Heartland: (a) To the best of its knowledge, all information provided by Client is complete, accurate and factual; (b) Client has the full authority to use, disclose, convey and communicate the information in performance of the Services set forth in this Agreement; (c) Use of the information either by Client or Heartland will not violate any third party s proprietary or intellectual property rights or create any liability or obligation to a third party; (d) The performance of this Agreement does not and will not conflict with, constitute a breach or otherwise violate any other agreement;
limited to the Fair Credit Reporting Act ( FCRA ), the Driver Privacy Protection Action ( DPPA ) and the Gramm-Leach-Bliley Act ( GLBA ) (collective, Applicable Laws ); and (f) Client is not knowingly providing information that is false, misleading or deceptive. 3.1.4 Employee Investigations. If the Services requested pertain to an employee investigation, as defined by the FCRA, Client represents and warrants the following: (a) Client is an employer seeking information in connection with an investigation of suspected misconduct relating to the employment or the subject s compliance with Applicable Laws, the rules of a self-regulatory organization, or any of Client s preexisting written employment policies; and (b) Client has not requested the Services for the purpose of investigating a consumer s credit rating, credit capacity or credit worthiness. 3.1.5 Consumer Reports. If the Services requested include the preparation of any consumer report as defined by the FCRA, Client represents and warrants the following: (a) that it is and shall remain at all times compliant with the FCRA; (b) the request is for a permissible purpose as defined by the FCRA and DPPA and for no other purpose; (c) Client has obtained and maintains signed releases, where required, from the subject of any consumer report; and (d) Client has provided Heartland with complete versions of all necessary certification documents required by law including, but not limited to the Employment Purpose Certification and the Investigative Consumer Reports Certification. 3.1.6 Confidentiality. Client shall maintain the confidentiality of all Client information and any information or materials provided by Heartland to Client. 3.1.7 Indemnification. Client agrees to immediately, upon written request of Heartland, defend, indemnify and hold harmless Heartland, its affiliates, shareholders, officers, directors, employees, agents, successors, assigns and attorneys from any and all damages, losses, fines or penalties and all attorneys fees and costs incurred by Heartland arising from or in connection with: 5
4.1.1 Suspension of Surveillance. Heartland may, in its sole discretion, suspend, postpone or terminate any surveillance activities at any time. 6 (a) Heartland s use of information provided by Client including any claim of infringement made against Heartland of any intellectual property rights; (b) The inaccuracy or untruthfulness of any representation or warranty made by Client under this Agreement; (c) Client s failure to perform any duties or obligations during this Agreement or for any other claim made under this Agreement; (d) Client s breach of this Agreement; (e) Client s use of information provided to Client by Heartland pursuant to this Agreement; and (f) Heartland s performance of the Services requested, including surveillance. 3.2 Representations and Warranties of Heartland. 3.2.1 Compliance with Applicable Laws. Heartland shall at all times comply with all applicable local, state and federal laws and regulations in its methods, procedures and performance of the Services. 3.2.2 Confidentiality. Heartland shall keep all information provided by Client or pertaining to the Services confidential. Heartland will not disclose any information provided by Client or related to the investigation to any third party unless required by law, court order, upon the valid request of the subject of the investigation or pursuant to this Agreement. Information provided by attorneys or containing communications with attorneys shall be treated as attorney-client privileged only upon Client s request. 3.2.3 Return of Client Information and Materials. Upon termination of this Agreement and Client s request, Heartland shall return all information, documents or materials provided by Client to Heartland. SECTION FOUR ACKNOWLEDGEMENT OF SURVEILLANCE RISKS 4.1 Surveillance Risks. Client is aware of and acknowledges the inherent risks in conducting investigative services and surveillance. Client acknowledges that Heartland s agents, employees or assigns may be discovered during the performance of the Services.
4.1.2 Release. Client releases Heartland from any and all obligations, liability or damages arising from or in connection with surveillance activities conducted in the performance of Services. 4.2 No Obligation to Report Whereabouts. Heartland has no obligation to report to or inform Client of the whereabouts of the subject of the investigation while surveillance is underway or at any other time. 4.3 No Contact with Subject. Client agrees that Client will not contact or attempt to contact the subject of the investigation at any time while surveillance is underway unless specifically authorized to do so in writing by Heartland. 4.4. No Guaranteed Outcome. Client acknowledges that Heartland cannot guarantee the outcome of any particular matter, investigation or surveillance activity. If Heartland is unable to obtain Client s desired outcome or results, Client remains responsible for payment of all invoices for Services performed. SECTION FIVE INFORMATION DISCLAIMER HEARTLAND OBTAINS INFORMATION FROM THIRD PARTY SOURCES, INCLUDING BUT NOT LIMITED TO PUBLIC RECORDS REPOSITORIES IN PROVIDING ITS SERVICES, AND THROUGH THE USE OF THIRD-PARTY VENDORS WHEN GEOGRAPHIC LOCATION, COST AND/OR OTHER ACCESS LIMITATIONS REQUIRE. HEARTLAND CANNOT ALWAYS INDEPENDENTLY VERIFY INFORMATION OBTAINED FROM THIRD-PARTY SOURCES. THE MATERIALS YOU RECEIVE ARE PROVIDED "AS IS." HEARTLAND DISCLAIMS LIABILITY FOR ANY DAMAGES ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE MATERIALS, UNLESS OTHERWISE PROHIBITED BY LAW. MATERIALS COMPILED FOR YOU BY HEARTLAND ARE FOR YOUR SOLE AND INTERNAL USE ONLY AND MAY NOT BE REVISED OR RESOLD OR OTHERWISE DELIVERED IN ANY WAY TO ANY THIRD PARTY WITHOUT HEARTLAND S PRIOR EXPRESS WRITTEN CONSENT. SECTION SIX GENERAL PROVISIONS 6.1 Assignability. This Agreement may be automatically assigned by Heartland in its sole discretion. Client may not assign or transfer this Agreement, in whole or in part, without Heartland s prior written consent. Such consent shall not be unreasonably withheld. 6.2 Amendment. Any amendments, changes, modifications or alterations to this Agreement must be accepted by both parties in writing. 7
6.3 Entire Agreement. This Agreement contains the complete and entire understanding between and among the parties and supersedes any and all prior understandings and agreements among them and respecting the subject matter of this Agreement. 6.4 Electronic Signatures. For purposes of enforcing this Agreement, electronic signatures shall be deemed to be original signatures, but only when submitted through Heartland s authorized online application. 6.5 Counterparts. This Agreement may be signed in counterparts by the parties with the same force and effect as if the above parties signed the same original Agreement. Facsimile and photocopies of the parties signatures shall be valid and enforceable to the same extent as original signatures. The parties waive any requirement that original signatures be produced as a condition to enforcement of this Agreement. 6.6 Savings Clause. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid shall not be affected. 6.7 Mutual Disclaimers. This Agreement does not render either party an agent of the other or either party liable for any debts, liabilities or obligations of the other, either now existing or to be incurred in the performance of this Agreement. Neither party has any authority to obligate or represent the other. 6.8 Notices. Any notices permitted or required under this Agreement shall be deemed given upon the date of personal delivery or forty-eight (48) hours after deposit in the U.S. mail, first class postage fully prepaid, addressed to such party at its last known address or upon the sending Party s confirmation of receiving Party s receipt of notice via electronic mail. 6.9 Law Governing; Venue. This Agreement shall be governed by and construed in accordance with the law of the State of Minnesota. Venue shall exist in the Fourth Judicial District, Hennepin County, Minnesota for the resolution of any matter relating to this Agreement. Each party submits to the jurisdiction of such Court. [Space intentionally left blank; signature page follows.] 8
HEARTLAND INFORMATION SERVICES, INC. INVESTIGATIVE SERVICES AGREEMENT SIGNATURE PAGE IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and effective as of the day and year first above written. HEARTLAND INFORMATION SERVICES, INC. D/B/A HEARTLAND INVESTIGATIVE GROUP D/B/A HEARTLAND CORPORATE SECURITY D/B/A HEARTLAND CORPORATE INTELLIGENCE ( COMPANY ) By: Paul Jaeb Its: CEO Date: ( CLIENT ) By: Date: 9