Hazardous Materials Contract

HAZARDOUS MATERIALS CONTRACT

This Hazardous Materials Contract ("Contract") is made and entered into as of by and between Party A: , and Party B: . Each of the foregoing may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Party A is engaged in activities involving the handling, storage, transportation, or disposal of hazardous materials as defined by applicable laws and regulations; and

WHEREAS, Party B provides services for the management, packaging, transport, remediation or disposal of hazardous materials and possesses the requisite permits, equipment, training and personnel to perform such services; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Party B will perform hazardous materials services for Party A.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Contract, unless the context otherwise requires: "Hazardous Materials" means any substance that is toxic, ignitable, corrosive, reactive, explosive, or otherwise regulated as hazardous under applicable federal, state, or local laws, and includes wastes, by-products and residues containing such substances. "Services" means the handling, packaging, labeling, transportation, storage, treatment, remediation or disposal activities to be provided by Party B under this Contract.

2. SCOPE OF SERVICES

Party B shall perform the Services described in the Service Specification attached hereto and incorporated by reference. Services shall include, but are not limited to: identification and characterization of Hazardous Materials, proper packaging and labeling, transportation to authorized facilities, and lawful treatment, storage or disposal. Party B shall perform Services in accordance with accepted industry standards and the schedules set forth in the Service Specification.

3. REGULATORY COMPLIANCE

Each Party shall at its own expense comply with all applicable federal, state and local statutes, ordinances, regulations and permits governing Hazardous Materials, including requirements for manifesting, reporting, and record retention. Party B shall maintain all permits, licenses and registrations necessary to perform the Services and shall furnish copies of permits upon request.

4. HANDLING, PACKAGING, LABELING AND TRANSPORTATION

Party B shall ensure that all packaging, labeling and containers used for Hazardous Materials are suitable for the specific material, are compatible, and are marked in accordance with legal requirements and accepted industry practice. Party B shall transport Hazardous Materials in vehicles and by routes that meet applicable safety and regulatory requirements and shall use only carriers properly permitted and qualified to transport such materials.

5. TRAINING; PERSONNEL

Party B shall employ qualified personnel and provide all required training, certifications, and personal protective equipment for employees performing Services. Party B shall maintain training records and make such records available to Party A or regulatory authorities upon reasonable request.

6. INSPECTION; RECORDS; AUDITS

Party A shall have the right, upon reasonable notice and during normal business hours, to inspect facilities, operations, and records of Party B related to the Services to verify compliance with this Contract. Party B shall retain all records relating to the characterization, handling, transportation and disposal of Hazardous Materials for a period of not less than years.

7. NOTIFICATIONS; EMERGENCY RESPONSE

Each Party shall promptly notify the other in writing of any release, spill, accident, citation, notice of violation, or other event involving Hazardous Materials that may reasonably be expected to affect the other Party. Party B shall maintain an emergency response plan and shall coordinate response activities with Party A and appropriate authorities when necessary.

8. INSURANCE; BONDS

Party B shall, at its own expense, maintain insurance with insurers authorized to do business in the jurisdiction of performance, including commercial general liability, automobile liability, workers' compensation, and environmental impairment liability (pollution liability) coverage with limits not less than those specified below. Party B shall provide certificates of insurance and evidence of endorsements naming Party A as an additional insured where applicable.

9. INDEMNIFICATION

Party B shall indemnify, defend and hold harmless Party A and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Party B's negligence, willful misconduct, breach of this Contract, or violation of applicable law in connection with the Services, except to the extent caused by the negligence or willful misconduct of Party A.

10. LIMITATION OF LIABILITY

Except for liabilities arising from gross negligence, willful misconduct, fraud, or a breach of the indemnity obligations set forth herein, neither Party shall be liable to the other for incidental, consequential, punitive or special damages. The aggregate liability of either Party for direct damages arising out of or relating to this Contract shall not exceed the total amounts paid by Party A to Party B under this Contract during the twelve (12) month period immediately preceding the event giving rise to the claim.

11. FEES; PAYMENT

Party A shall pay Party B for Services in accordance with the fee schedule set forth in the Service Specification. Unless otherwise agreed in writing, Party B shall invoice Party A and Party A shall pay all undisputed invoices within days of receipt. Disputed invoice items shall be resolved promptly and payment of undisputed portions shall not be withheld.

12. TERM; TERMINATION

This Contract shall commence on the effective date set forth above and continue for a period of year(s) unless earlier terminated in accordance with this Section. Either Party may terminate this Contract for material breach if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach; provided that payment obligations for Services rendered through the effective date of termination shall survive termination.

13. REMEDIATION; THIRD-PARTY CLAIMS

To the extent Party B's acts or omissions directly cause contamination or release requiring remediation, Party B shall, at its expense, promptly undertake or pay for remediation in accordance with applicable law and sound engineering practice. Party B shall be responsible for third-party claims arising from Party B's negligent or willful acts in connection with the Services.

14. CONFIDENTIALITY

Each Party shall keep confidential and not disclose to third parties any non-public information received from the other Party in connection with this Contract, except as required by law, regulation, or judicial process. Confidential information may be used only for the performance of this Contract.

15. NOTICES

All notices, requests and other communications required or permitted under this Contract shall be in writing and shall be delivered to the Parties at the addresses below by certified mail, overnight courier, or personal delivery, and shall be effective upon receipt.

16. AMENDMENTS; WAIVER

No amendment, modification or supplement to this Contract shall be effective unless in writing and signed by authorized representatives of both Parties. Failure or delay by either Party to enforce any provision shall not constitute a waiver of that provision or any other provision.

17. SEVERABILITY

If any provision of this Contract is held invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the Parties' original intent.

18. GOVERNING LAW

This Contract shall be governed by and construed in accordance with the laws of the state specified below, without regard to conflict of law principles.

19. ENTIRE AGREEMENT; COUNTERPARTS

This Contract, including the Service Specification and any attachments, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements and understandings, oral or written. This Contract may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

20. MISCELLANEOUS

Any provision required to be performed after termination or expiration of this Contract shall survive such termination or expiration, including indemnity, confidentiality, record retention and payment obligations. Headings are for convenience only and shall not affect interpretation.

Sign Now