Effective September 1, 2006

Definitions
"Agreement" means this Providers Resource Networks (Client) Agreement. "We," "us" and "our" refer to Providers Resource Network® also known by acronym PRN™, a subsidiary of BIG®Corporation. "You" and "your" refer to the person, client, client representative, employee, registered agent, company, corporation, or other legally authorized representative in whose name a service is arranged or delivered. “Client” means a person, or entity which professional service is rendered, or one who is employed by a human services member entity. "Service" means us providing you with professional services, training, or service coordination, product, product referral, or by using information that is provided by referral, arrangement, planning, or coordination or otherwise communication with a PRN representative or web based service. “Service Provider” a person, entity, or organization that receives benifits for the purpose of offering human services “work” for you, or your employee. Our "Business Days" are Monday through Friday; national holidays may not be included. "State" means the State of Virginia.

Agreement; Amendments
We agree to provide service for you and to perform according to this Agreement. By signing, receiving, referring, or accepting a service or by permitting anyone else to sign, receive, refer or accept a service coordinated for you, your client,  agency, or business, you agree to the provisions of this Agreement, which is subject to amendment, and further agree that this Agreement is binding on your successors, representatives and assigns. We may from time to time adopt new or amended provisions, which will be effective after notice is given or has been posted on our web site as indicated on the Providers Services Agreement Form or as otherwise permitted by law.  

Acceptance of Provider Resource

PRN™ will make referral on behalf of “You” its client or client representative. Once you have submitted a referral by supplying information, or authorizing the provider service, or by requesting service, you have entered into this Agreement.  Upon acceptance of a Service by “You”, the client, or agency, for services such as any professional human service, training, or resource, you shall notify PRN within one business day of initial services provided if PRN has not confirmed delivery of services. 

Ownership and Use of Information
The referral information is and will remain our property. However, you will be solely and completely responsible for the submission, possession, use and control of personal information and its confidentiality.  Service Providers must surrender the information to us immediately upon request. The Information may not be used for third party referrals, or distribution.  

Undercutting; Deception by Exclusion

Declining arranged services with the intent to use the identified Service Provider(s) without notifying us is “Undercutting”  A loss to this company will result in such exclusions and may result in legal action.  We will file suit for any illegal transactions.

PRN™ is a public relations network that provides training and service coordination for providers and resource agencies, not a Human Service Agency.  PRN™ will not sell its client contact information; it will only distribute to those companies whom services or service qoutes shall directly be given. Information shared is for the purpose of locating services only. See Disclosure of Information section below.

Services Sold

Services arranged for sell by another agency, such as insurance, financial, or product sells, are the responsibility of the company of whom money or agreement for services is exchanged; PRN will only honor sells made directly by its agency for product it maintains.

Honoring Services Coordination (Matchmaker);
Under the terms of this agreement you must notify PRN™ once you accept and or arrange a service with a Service Provider represented by Providers Resource Network to you, whereas we provided you with the use of information that identifies a Service Provider by referral, arrangement, planning, or coordination or other means of communication that results in services provided.  Service Coordination is withstanding for the duration of (1) one year. Failure to notify PRN™ will result in a loss to this company. Theft of Services will result in legal action.  We will collect a fee or file suit for any illegal transactions. 

Obligation for Appropriate Referral
PRN™ will make every effort to provide accurate and complete referral information including information given to us by you as the referral source. If through no fault of your own, the Service Provider dose not request the appropriate criteria before sell of services; or if the PRN was not able to disclose information where protected by law then the service provider accepts all responsibility for accepting and or selling/purchasing services. 
 
Accepting Services and Liabilities

Liability ultimately lies between you the client, or company representative, that receives services and the Service Provider that provides the service. There may be other exceptions stated in this or other agreements with you.

Foreign Clients; Immigrants; and non-English Speaking Clients
Incumbent upon PRN having knowledge of citizenship and the ability to interpret non-English language, we will attempt to convey information to the best of our ability, but are not responsible for the agreement between you and the Service Provider.

Preauthorized Services
In the event that “You” or the client has made previous arrangements with a Service Provider for services but utilize our service to coordinate the arrangement, complete the application, or have any involvement with the receipt of services, you shall be held to this Agreement.

Right to Stop Service Coordination

If for any reason either party (Client, PRN, or Provider) decides to stop receipt of services there shall be no liability unless services are provided by the Service Provider to this client within 1 year of coordination.  
 
Our Security Interest in Client Confidentiality
PRN has adopted a privacy policy that is available on our client website at www.VAPRN.com and in our office; Service Providers agree by accepting a Coordinated Service to uphold the clients right to privacy and confidentiality as outlined by our company, State, and Federal regulations.

Notices
Notices from you to us will be effective upon our receipt and reasonable time to process. Notices to you from us will be effective upon mailing to the last known address shown by our records or as otherwise provided in this Agreement.

Cancellation of Services; Terminating PRN Access
We may cancel your registration or terminate your status as a member resource with or without cause and without prior notice to you.

Documentation of Transactions
The Providers Resource Network maintains a record of all transactions between us and the Services Providers and Referring Sources. Reports, receipts or statements will constitute admissible evidence.

Your Duties and Liabilities
(1) to examine the information before submitting the referral (2) to provide complete and accurate information to the best of your ability; to not intentionally withhold information that may influence or hinder a service application (3) to not “Undercut” PRN from services it arranged (4) to not subject change of service providers just to receive PRN Incentives.  

Client or Client Representative Dispute

If Client or Client Representative becomes in dispute for any reason, we, in our discretion, may refuse to authorize communication or provide incentive until the dispute is settled.

Disclosure of Client Information
We may disclose information about the Client to other organizations or to third parties:
1. Where it is necessary for completing transactions, and referrals or
2. In order to comply with government agency or court orders, or
3. If we need to protect or enforce our legal rights, or
4. If we otherwise deem appropriate, to the extent permitted by law.

Sharing Information
Except as otherwise prohibited by law, we may provide to others, including but not limited to, consumers, providers and licensing agencies, information about our experiences with you.  

Customer Contact
You agree that you and we have an established business relationship, and unless otherwise prohibited by law, that Providers Resource Network may contact you to offer you products and services that this company thinks may be of interest to you. Such contacts are not unsolicited, and Providers Resource Network may contact you by telephone or by an automated dialing and announcing device or by fax, e-mail or other form of electronic communication, and Providers Resource Network may monitor telephone calls with you to assure quality service.

Waiver
Failure by us to exercise any of our rights under this Agreement shall not be a waiver of any of our rights.

Severability
In the event that one or more provisions of this Agreement shall for any reason be held invalid or illegal, such holding will not affect the enforceability of any other provision.

Force Majeure
We will have no liability for any delays or failure of performance caused in whole or in part by fire, labor disputes, power failures, acts or omissions of civil authorities, civil disturbances, computer malfunction, or any causes beyond our control.

Limitation of Liability
You agree that in performing the duties imposed under this Agreement in no event will we be liable for any consequential, indirect or special damages.

Governing Law
This Agreement will be governed by federal law and where not preempted by or in conflict with federal law, the laws of the State of Virginia, without regard to conflict of law principles.

Network Referrals
Make referrals often; enjoy PRN™ rewards and incentives for new members.  As a referral source, you are entitled to PRN™ Incentives that increase with the number of referrals who receive or purchase services.  Use PRN™ to coordinate your human resource, training, and financial planning needs and receive incentives for making completed transactions.  

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