Business Scavenging Agreement

BUSINESS SCAVENGING AGREEMENT

This Business Scavenging Agreement (the Agreement) is made effective as of by and between Client Name: (Client) and Scavenger Name: (Scavenger). The Client and the Scavenger are each referred to individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, Client conducts business that generates surplus, obsolete, discarded, or excess tangible property and materials (collectively, Scavenged Materials) at locations described as: ; and

WHEREAS, Scavenger represents that it has the experience, equipment, and permits necessary to recover, remove, refurbish, or resell Scavenged Materials in compliance with applicable law and industry practice; and

WHEREAS, the Parties desire to define the scope, compensation, responsibilities, and legal terms under which the Scavenger will perform business scavenging services for the Client.

SCOPE OF WORK

The Scavenger shall perform, and the Client shall permit, the activities described below. The Scavenger shall carry out the Scope of Work in a commercially reasonable manner and in compliance with all applicable laws, ordinances, and safety protocols.

PAYMENT TERMS

As consideration for services and any transferred materials, Client shall pay Scavenger the amounts and on the schedule set forth below. Unless otherwise stated, amounts are exclusive of sales, use, and other taxes for which the Client is responsible.

Any amounts not paid when due shall accrue interest at the lesser of the maximum rate permitted by law or after a grace period of days. In addition, Client shall reimburse Scavenger for reasonable collection and legal costs incurred to recover overdue amounts.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon written notice to the other Party given at least days prior to the effective termination date. Either Party may also terminate immediately for material breach if the breaching Party fails to cure such breach within 10 days after receipt of written notice specifying the breach.

Upon termination, Scavenger shall remove its equipment and, if requested by Client in writing, return any Client-owned property in Scavenger's possession. Scavenger shall, at Client's direction and expense, properly dispose of or transfer title to scavenged goods in accordance with applicable law and the Parties' written instructions.

CONFIDENTIALITY

Each Party acknowledges that in performing under this Agreement it may learn or receive Confidential Information of the other Party. Confidential Information means non-public business, financial, operational, customer, or technical information disclosed in any form. A receiving Party shall: (a) maintain the confidentiality of such information using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, agents, and subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information shall not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without obligation of confidentiality; (iii) is independently developed without use of the disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing Party gives prompt notice to the other Party and takes reasonable steps to limit the disclosure.

INDEMNIFICATION AND INSURANCE

Scavenger shall indemnify, defend, and hold harmless the Client, its officers, directors, and employees from and against any third-party claims, liabilities, losses, or expenses (including reasonable attorneys' fees) arising out of Scavenger's negligence, willful misconduct, failure to obtain required permits, or breach of this Agreement. Client shall indemnify Scavenger for liabilities arising out of Client's negligence or willful misconduct.

During the term of this Agreement, Scavenger shall maintain commercial general liability insurance and, where applicable, automobile liability and workers' compensation coverage in amounts reasonable and customary for the work performed and shall provide certificates of insurance upon request.

COMPLIANCE WITH LAW

Scavenger shall obtain, at its expense, all permits, licenses, and approvals required to perform the services and shall comply with all applicable federal, state, and local laws, regulations, and ordinances, including environmental, hazardous materials, and safety laws. Scavenger shall promptly notify Client in writing of any governmental investigation or citation related to the performance of services hereunder.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules. The Parties shall first attempt in good faith to resolve disputes by negotiation. If negotiation fails, any unresolved controversy or claim arising out of or relating to this Agreement shall be resolved by binding arbitration administered under the commercial arbitration rules chosen by the Parties, unless the Parties mutually agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, including all attachments and written change orders, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by certified mail, courier, or personal delivery, and shall be effective upon receipt.

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