Business MRF Template

Business MRF Template

This Business Material Receiving and Processing Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client generates or controls certain materials that require receipt, sorting, processing, recovery or disposal, and desires that Service Provider receive and process such materials on the terms set forth in this Agreement; and

WHEREAS, Service Provider operates a material recovery facility (MRF) and represents that it has the necessary equipment, permits and trained personnel to receive, handle and process the materials in compliance with applicable law;

WHEREAS, the parties desire to set forth their respective obligations, payment terms and conditions for the handling of Client's materials.

SCOPE OF WORK

Service Provider will receive, inspect, sort, process, store temporarily, and transfer recovered materials as described below. Service Provider's responsibilities include acceptance testing, segregation of unacceptable loads, documentation of material weights and disposition, and maintaining records required by applicable law. Client is responsible for ensuring materials delivered conform to the Waste Acceptance Criteria set forth herein.

MATERIAL ACCEPTANCE AND COMPLIANCE

Client warrants that all materials delivered will be properly described, packaged and labeled, and shall not contain hazardous wastes, free liquids, regulated PCBs, or other materials prohibited by law or Service Provider policy. Service Provider reserves the right to reject, quarantine, or divert any load that fails inspection. Client shall be responsible for costs associated with rejection, segregation, transportation, or remediation of unacceptable materials.

PAYMENT TERMS

Client shall pay undisputed invoices within days of invoice receipt. If Client fails to pay amounts when due, Service Provider may charge a late fee of per month (or the maximum permitted by law) on the outstanding balance, plus costs of collection. All payments are in lawful currency and are due without setoff.

TERM AND TERMINATION

This Agreement commences on the Effective Date set forth above and will continue until unless earlier terminated in accordance with this section. Either party may terminate for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for days after written notice of such breach, or immediately upon loss of required permits or insolvency of the other party.

Upon termination, each party shall return or, if required by law or as requested, destroy Confidential Information of the other and Service Provider shall invoice Client for accepted materials and reasonable handling and demobilization charges incurred prior to termination. Surviving obligations (including payment, confidentiality, indemnity and records retention) shall remain in effect.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical or pricing information disclosed in connection with this Agreement. Each party shall use Confidential Information only to perform its obligations hereunder and shall protect it from unauthorized use or disclosure with at least the same degree of care it uses to protect its own similar information, but in no event less than reasonable care. Confidential Information does not include information that is (a) publicly available without breach, (b) rightfully obtained from a third party without restriction, (c) independently developed without reference to the other's Confidential Information, or (d) required to be disclosed by law or court order, provided the disclosing party is given prompt notice and an opportunity to seek protective treatment.

INDEMNIFICATION AND INSURANCE

Each party shall indemnify, defend and hold harmless the other from and against claims, losses or liabilities arising from its negligence, willful misconduct, or breach of this Agreement, except to the extent caused by the other party's negligence or willful misconduct. Service Provider shall maintain insurance customary for MRF operations, including commercial general liability and environmental liability coverage, and shall provide evidence of such insurance upon request.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes by senior executive negotiation before initiating any litigation or arbitration.

NOTICES

ENTIRE AGREEMENT; AMENDMENT

This Agreement (including any schedules, appendices and attachments executed by the parties) constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations and understandings. No amendment or modification shall be effective unless set forth in a written instrument signed by authorized representatives of both parties.

RECORDS, AUDIT AND INSPECTION

Service Provider shall maintain records of materials received, processed and transferred for a period of not less than years and shall permit Client reasonable inspection and audit of records upon advance notice and during normal business hours.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. No waiver of any breach shall constitute a waiver of any subsequent breach. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or employment relationship.

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