Legal Removals Agreement

LEGAL REMOVALS AGREEMENT

This Legal Removals Agreement (the Agreement) is made as of by and between Client Name: with principal address and Contractor Name: with principal address .

RECITALS

WHEREAS, Client requires removal services relating to physical property, documents, fixtures, or materials described in Section 2 below (the Services); and

WHEREAS, Contractor represents that it possesses the requisite experience, personnel, equipment, permits and insurance to perform the Services in a timely, safe and legally compliant manner; and

WHEREAS, Client and Contractor desire to set forth the terms and conditions under which Contractor will perform the Services.

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

1. DEFINITIONS

1.1 "Services" means the removals, handling, transport, disposal, and related activities described in Section 2. "Site" means the location(s) where Services will be performed as identified by Client. "Deliverables" means any reports, manifests, certifications or written materials produced by Contractor in connection with the Services.

2. SCOPE OF REMOVALS

2.1 Contractor shall perform removals described as follows:

2.2 Site(s) where Services shall be performed:

2.3 Schedule: Services shall commence on and be substantially completed by , subject to adjustments for Change Orders or conditions beyond Contractor's control.

3. PERFORMANCE STANDARDS AND REMOVAL PROTOCOLS

3.1 Contractor shall perform the Services in a workmanlike manner, in accordance with applicable law, industry standards, and any specific procedures agreed in writing. Contractor shall take commercially reasonable precautions to avoid damage to Client property and to protect health and safety of persons at the Site.

4. HAZARDOUS MATERIALS; PERMITS

4.1 If the Services involve materials that are hazardous under applicable law, Contractor shall notify Client in writing prior to handling and shall comply with all applicable handling, labeling, transport and disposal laws. Contractor shall obtain all permits, licenses and authorizations required for its performance unless otherwise agreed in writing.

5. FEES AND PAYMENT

5.1 Client shall pay Contractor for the Services in accordance with the rates and fees set forth below. Unless otherwise provided, payment is due within thirty (30) days of Contractor's invoice.

5.2 Additional costs for disposal, special handling, permits, testing, or remediation shall be billed as incurred with supporting documentation. Client shall reimburse Contractor for reasonable out-of-pocket expenses incurred in performance of the Services.

6. INSURANCE

6.1 Contractor shall, at Contractor's expense, maintain insurance customary for removals work, including commercial general liability, automobile liability and workers' compensation as required by law. Minimum limits shall be:

7. INDEMNIFICATION

7.1 Contractor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of Contractor's breach of this Agreement, Contractor's negligence, willful misconduct, or failure to comply with applicable law, except to the extent caused by Client's negligence or willful misconduct.

7.2 Client shall indemnify and hold Contractor harmless from liabilities arising from Client-supplied materials, instructions, or conditions at the Site not disclosed in writing to Contractor prior to performance that cause Contractor to incur liability.

8. CONFIDENTIALITY

8.1 Each party shall maintain as confidential all non-public information obtained from the other party that is clearly designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential information shall not include information that is or becomes publicly known through no breach of this Agreement or is independently developed by the receiving party.

9. TERM; TERMINATION

9.1 This Agreement shall commence on the date first written above and shall terminate upon completion of the Services and final payment, unless earlier terminated as provided herein.

9.2 Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within fifteen (15) days after receipt of written notice specifying the breach. Termination for convenience by Client requires thirty (30) days' prior written notice and payment for Services performed and costs incurred through the effective date of termination.

10. REPRESENTATIONS AND WARRANTIES

10.1 Contractor warrants that Services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11. NOTICES

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

12. AMENDMENTS; WAIVER; ASSIGNMENT

12.1 No amendment to this Agreement shall be effective unless in writing and signed by both parties. 12.2 No failure or delay by either party in exercising any right shall operate as a waiver of that right. 12.3 Neither party may assign this Agreement without the prior written consent of the other, except that Contractor may assign to an affiliate or in connection with a sale of substantially all of its assets.

13. GOVERNING LAW; VENUE

13.1 This Agreement shall be governed by and construed in accordance with the laws of the state where the Site is located, without regard to its conflicts of law rules. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in the county where the Site is located for any action arising out of this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

14.1 This Agreement, together with all exhibits and written change orders executed by the parties, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations or agreements, whether written or oral, relating to the subject matter hereof. 14.2 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. 14.3 This Agreement 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.

15. MISCELLANEOUS

15.1 Independent Contractor. Contractor is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture or agency between the parties. 15.2 Subcontracting. Contractor may subcontract portions of the Services provided that Contractor remains responsible for performance and compliance with this Agreement.

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