Environmental Disposal Agreement

ENVIRONMENTAL DISPOSAL AGREEMENT

This Environmental Disposal Agreement ("Agreement") is made as of Effective Date: by and between Client Name: an entity (select one): Corporation LLC Other with principal place of business at ("Generator"), and Service Provider Name: an entity (select one): Corporation LLC Other with principal place of business at ("Contractor").

RECITALS

WHEREAS, Generator produces, accumulates or otherwise handles certain materials, wastes and residues set forth in this Agreement that require transport, treatment, recycling or disposal in accordance with applicable environmental laws and regulations;

WHEREAS, Contractor is duly authorized, qualified and equipped to collect, transport, treat and dispose of such materials and maintains permits, training and insurance customary for commercial hazardous and non-hazardous waste management;

WHEREAS, the parties desire to set forth their respective rights, duties and liabilities in connection with the handling, transport and disposal of the listed wastes under the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below: "Applicable Law" means all federal, state and local statutes, regulations, permits and orders governing the handling, transport, treatment, recycling and disposal of Wastes; "Waste" means the materials described in Section 2 and any other materials accepted by Contractor under this Agreement; "Generator" means the party identified above as Client; "Contractor" means the party identified above as Service Provider.

2. SCOPE OF SERVICES; WASTE DESCRIPTION

Contractor shall provide collection, packaging, labeling, transportation, treatment, recycling and/or disposal services for the waste types and quantities described below and in any waste manifests, profiles or supporting documentation required by Applicable Law.

3. COLLECTION, TRANSPORTATION AND CHAIN OF CUSTODY

Contractor shall collect and transport Waste in a manner consistent with Applicable Law and industry standards, maintain chain-of-custody documentation, and provide Generator with signed manifests, bills of lading or equivalent documentation evidencing receipt and disposition. Contractor shall ensure its vehicles and personnel are properly licensed and trained.

4. PERMITS, REPRESENTATIONS AND WARRANTIES

Contractor represents and warrants that it holds all permits, licenses and authorizations required by Applicable Law to perform the Services and will comply with all such requirements. Generator represents that it has accurately described the Waste and that the Waste has been classified in accordance with Applicable Law. Neither party makes any other warranty, express or implied, except as expressly set forth in this Agreement.

5. PAYMENT; FEES; TAXES

Generator shall pay Contractor fees as set forth in the applicable pricing schedule, invoice or statement of work. Unless otherwise agreed in writing, payment is due within the number of days specified below after receipt of a correctly rendered invoice.

6. INSURANCE

Contractor shall maintain and carry commercial general liability, automobile liability, environmental impairment (pollution legal liability) and workers' compensation insurance with limits reasonable and customary for the operations contemplated by this Agreement. Contractor shall provide certificates of insurance upon request.

7. INDEMNITY; LIABILITY

Generator shall indemnify, defend and hold Contractor harmless from and against any third-party claims, damages or liabilities arising out of Generator's breach of representation, misclassification, or improper packaging, labeling or handling of Waste. Contractor shall indemnify, defend and hold Generator harmless from and against any third-party claims, damages or liabilities arising from Contractor's negligent acts or omissions in performing the Services, except to the extent caused by Generator's acts or omissions. The parties' aggregate liability for direct damages under this Agreement shall be limited to the greater of (a) the total fees paid by Generator to Contractor in the twelve months preceding the claim or (b) two million dollars, except for liability arising from willful misconduct or gross negligence.

8. REMEDIATION; DISCOVERED CONTAMINATION

If contamination is discovered at Generator's site or at any facility as a result of wastes handled under this Agreement, the party responsible for the act or omission causing the contamination shall promptly take corrective action and reimburse reasonable costs of investigation and remediation. If responsibility is contested, the parties shall follow the dispute resolution provisions of Section 14 while taking interim measures necessary to protect health, safety and the environment.

9. RECORDS; REPORTING; AUDIT

Contractor shall retain records of manifests, transport logs, disposal receipts and analytical data for a minimum of three years or as required by Applicable Law and shall provide copies to Generator upon request. Generator may audit Contractor's records related to the Services upon reasonable notice and during normal business hours.

10. CONFIDENTIALITY

Each party agrees that non-public technical, financial or operational information disclosed in connection with this Agreement shall be treated as confidential and shall not be disclosed to third parties except as required by Applicable Law or to contractors and regulatory authorities on a need-to-know basis and under confidentiality obligations.

11. TERM; TERMINATION

This Agreement shall commence on the Effective Date and continue for an initial term of thereafter continuing until terminated by either party upon written notice of days. Either party may terminate this Agreement for material breach if the breach remains uncured for 30 days after written notice, or immediately for willful misconduct or imminent threat to health, safety or the environment.

12. NOTICES

Notices under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the following addresses:

13. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both parties. No waiver of any term shall be effective unless in writing and signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

14. DISPUTE RESOLUTION

The parties shall attempt in good faith to resolve disputes arising under this Agreement by negotiation between designated representatives. If the dispute cannot be resolved within 30 days, the parties may submit the dispute to non-binding mediation prior to seeking judicial relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent imminent harm to health, safety or the environment.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings and representations. If any provision is held invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

16. MISCELLANEOUS PROVISIONS

The parties acknowledge that performance under this Agreement requires compliance with Applicable Law and that each party shall cooperate to secure necessary permits and approvals. Survival: provisions regarding indemnity, confidentiality, records retention and governing law shall survive termination or expiration of this Agreement.

SIGNATURES

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