Landfill Management Document

LANDFILL MANAGEMENT AGREEMENT

This Landfill Management Agreement (the Agreement) is made and entered into effective as of (Effective Date), by and between Owner Name: , a company with principal address at (Owner), and Manager Name: , with principal address at (Manager).

RECITALS

WHEREAS, Owner owns and operates the landfill facility located at (Facility); and

WHEREAS, Manager is duly experienced and qualified to perform landfill management services, including operations oversight, daily cover management, environmental monitoring, permitting support, and regulatory reporting; and

WHEREAS, Owner desires to retain Manager to provide landfill management services at the Facility, and Manager agrees to provide such services on the terms and conditions set forth herein.

SCOPE OF WORK

Principal duties shall include, without limitation: daily operational oversight; management of incoming waste receipts and load verification; placement and compaction; application of daily and intermediate cover; leachate management and inspection; landfill gas monitoring and control; permit compliance and reporting; maintenance of logs and records; coordination of third-party contractors; emergency response; and implementation of corrective measures required by applicable environmental law.

SERVICE STANDARDS & REPORTING

PAYMENT TERMS

Owner agrees to pay Manager for services performed as follows.

TERM AND TERMINATION

This Agreement shall commence on and shall expire on unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party upon written notice specifying the nature of the breach and providing the breaching party a cure period of days to cure. If the breach is not cured within the cure period, the non-breaching party may terminate this Agreement immediately upon written notice.

ENVIRONMENTAL COMPLIANCE; PERMITS

Manager shall perform services in strict compliance with all applicable federal, state, and local environmental laws, permits, orders, and regulations. Manager shall obtain and maintain all permits required for the performance of its duties unless otherwise expressly assumed in writing by Owner. Manager shall promptly notify Owner of any violation, exceedance, enforcement action or notices from regulatory agencies.

CONFIDENTIALITY

Each party acknowledges that during performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means nonpublic technical, environmental, operational, and business information disclosed in connection with this Agreement. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely for performance under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality at least as protective as this provision.

INDEMNIFICATION & INSURANCE

Manager shall indemnify, defend and hold harmless Owner and its affiliates from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from Manager's negligent acts, omissions, willful misconduct, or failure to comply with applicable law in connection with Manager's performance under this Agreement. Owner shall indemnify Manager to the extent arising from Owner's negligence or willful misconduct.

RECORDS, AUDIT AND ACCESS

Manager shall maintain complete and accurate books, records, logs, and environmental monitoring data related to performance of work under this Agreement. Owner, and its authorized representatives, shall have reasonable access to the Facility and to records during normal business hours upon prior notice for inspection and audit purposes. Manager shall retain such records for a period of not less than years following the date of the record.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all attachments and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, understandings and agreements. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

a) Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor in interest in connection with a merger or sale of substantially all of its assets.

b) Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

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