This D&A Services/Consortium Agreement (“Agreement”) is entered into by and between Proverbs Technology, Inc., a Tennessee corporation doing business as DOTReady™ (“Company”), and the client identified in the applicable Order Form, pricing proposal, or Schedule (“Client”).

1. Services

Company acts solely as a Consortium/Third-Party Administrator (C/TPA) and is not the Client’s Designated Employer Representative (DER). All final employment decisions, including hiring, discipline, and termination, remain the sole responsibility of the Client.

Company will provide Drug and Alcohol (D&A) testing services and random pool management (collectively, the “D&A Services”). These services may include:

• Management of a Dedicated (Client-specific) Pool or participation in a Combined Consortium Pool;
• Random selection and notification of drivers for testing;
• Coordination of pre-employment, random, reasonable suspicion, post-accident, return-to-duty, and follow-up testing;
• Use of DOT-approved collection sites, laboratories, and Medical Review Officers (MROs);
• Regulatory reporting, including FMCSA Clearinghouse reporting where applicable;
• Recordkeeping required under DOT regulations (49 CFR Parts 40 and 382, and applicable modal rules such as FMCSA, PHMSA, FTA, etc.);
• SAP (Substance Abuse Professional) management services as an optional add-on.

Company may also provide Non-DOT (non-regulated) testing services upon Client’s request.

2. Pool Participation

Client may participate in a Dedicated Pool, a Combined Consortium Pool, or a Non-DOT pool as specified in the applicable Order Form or Schedule.

Company reserves the right to move Client (or any of its drivers) between pool types or remove Client or any driver from any pool at any time, with or without notice, for compliance, operational, or risk-management reasons. Industry best practice recommends that clients with more than ten (10) covered drivers transition to a Dedicated Pool. Company may require this transition when Client exceeds ten (10) covered drivers.

3. Responsibilities of the Parties

(a) Company’s Responsibilities Company shall:

• Manage the random testing pool and perform selections in a scientifically valid random manner consistent with DOT regulations;
• Notify Client or its designated DER of selected drivers for testing in a timely manner;
• Coordinate testing through properly qualified collection sites, laboratories, and MROs;
• Perform required regulatory reporting, including FMCSA Drug & Alcohol Clearinghouse reporting where applicable;
• Maintain required records and provide Client with reasonable compliance reports and documentation;
• For SAP Management Services (if purchased): Run initial Clearinghouse queries, obtain SAP follow-up testing plans, create testing schedules, send reminders, and close out SAP requirements upon successful completion.

(b) Client’s Responsibilities Client shall:

• Designate at least one qualified Designated Employer Representative (DER) and provide current, accurate contact information at all times;
• Provide accurate, complete, and timely driver rosters, updates, and other required information;
• Ensure selected drivers appear promptly for testing within the time frame specified in the notification;
• Immediately notify Company of any post-accident situations or reasonable suspicion events;
• Fully comply with all applicable DOT regulations, Client’s own D&A policy, and Company’s instructions;
• Respond promptly to all communications and testing notifications;
• Maintain all required regulatory registrations and properly designate Company as its C/TPA in the FMCSA Clearinghouse and other systems as needed.

Failure by Client to meet these responsibilities, including delays in testing or inaccurate information, constitutes a material breach of this Agreement. Client acknowledges that it bears full responsibility for any resulting non-compliance, fines, penalties, or other consequences. Company shall have no liability for violations, fines, or penalties arising from Client’s or its drivers’ acts or omissions.

4. Recordkeeping and Reporting

Company will maintain records as required by DOT regulations. Upon written request, Company will provide Client with copies of records in its possession within a reasonable time. Client remains ultimately responsible for ensuring all required records are properly maintained and available for inspection. Records will be retained in accordance with applicable DOT requirements (generally five (5) years, except where a shorter period is permitted).

5. FMCSA Clearinghouse

Client is responsible for its obligations under the FMCSA Drug & Alcohol Clearinghouse. Company will support Client by performing agreed-upon Clearinghouse functions (such as reporting violations and conducting queries) as specified in the Order Form. Client must maintain an active query plan and provide all necessary authorizations.

6. Removal from Pool

Company may, in its sole discretion and with or without prior notice, remove Client or any of Client’s drivers from any pool for failure to comply with this Agreement or DOT regulations. Upon removal, Client shall immediately arrange alternative D&A testing services at its sole expense.

7. Fees and Payment

Fees are set forth in the applicable Order Form, pricing proposal, or Schedule. The following are approximate fees (subject to change based on test type, location, vendor costs, and other factors):

• DOT or Non-DOT Panel Urine Drug Test: $70
• Breath Alcohol Test (DOT): $75
• Saliva Test (DOT or Non-DOT): $75
• DOT Physical: $105 – $190
• No-Show / Cancellation Fee (DOT Physical): $35
• No-Show / Cancellation Fee (D&A Testing, excluding pre-employment): $35
• Additional Dedicated or Combined Pool: $300
• SAP/Follow-Up Plan Management: $499 setup + $49 per month (testing fees not included)

Company may adjust fees, rates, or pass-through costs at any time. Continued use of the Services after a price change constitutes acceptance of the new pricing. All invoices are due upon receipt. Client must maintain valid credit card or ACH authorization on file. Company may charge the on-file payment method within five (5) days of invoicing. Late or failed payments allow Company to suspend or terminate Services immediately.

8. No Liability for Vehicle Operation or Driver Conduct

The D&A Services are compliance tools only. Company has no responsibility or liability for safe vehicle operation, driver conduct, fatigue management, or any accidents, injuries, or claims arising therefrom.

9. Limitation of Liability and Indemnification

Sections 12 and 13 of the Master Service Agreement (Limitation of Liability and Indemnification) are incorporated by reference and apply fully to this Agreement.

10. Termination

Either party may terminate this Agreement for material breach with thirty (30) days’ written notice if the breach is not cured. Company may terminate immediately for non-payment or repeated compliance failures. Upon termination, Client shall promptly arrange replacement services and pay all outstanding fees. Company will cooperate reasonably in transitioning records.

11. Governing Law

This Agreement is governed by the laws of the State of Tennessee. Any disputes shall be resolved exclusively in the state or federal courts located in Putnam County, Cookeville, Tennessee.

12. Entire Agreement

This Agreement, together with the Order Form, the Master Services Agreement (“MSA”), the Terms of Use, and the Privacy Policy, constitutes the entire agreement between the parties regarding the D&A Services.

In the event of any conflict between these documents, the documents shall control in the following order of precedence:

1. Order Form 2. Master Services Agreement (MSA) 3. This D&A Services / Consortium Agreement 4. Terms of Use 5. Privacy Policy

13. Amendments and Modifications

This Agreement (including any Order Form) may be amended or modified only by a written instrument signed by both parties. Notwithstanding the foregoing, changes to an Order Form (such as adjustments to services, quantities, pricing, or scope) may be agreed upon via email exchange between authorized representatives of both parties, provided that such email clearly states the agreed changes and is followed by an updated Order Form or written confirmation. Any such email amendment shall be deemed effective upon confirmation by Company and shall be incorporated into and become part of this Agreement.

No other modifications, including verbal agreements or unilateral changes, shall be binding.