Liability Chemical Waiver

LIABILITY CHEMICAL WAIVER

Parties

Recitals

WHEREAS, Provider performs chemical application, handling, transport, storage and related services including pesticides, herbicides, fertilizers, solvents, disinfectants and similar products (collectively, "Chemicals") on behalf of clients; and

WHEREAS, Client desires Provider to perform specific services involving Chemicals at the property described above and has requested Provider to perform such services on the terms set forth in this Waiver; and

WHEREAS, both parties agree that the application, use and presence of Chemicals involve inherent hazards and that allocation of risk, indemnity and insurance shall govern the parties' respective responsibilities;

Scope of Work

Provider represents that Safety Data Sheets (SDS) for the Chemicals listed above will be made available to Client prior to work commencing, and that all applications will be performed consistent with label directions and applicable law. Client acknowledges receipt of SDS as follows:

SDS received by Client Date SDS provided:

Payment Terms

Client shall pay Provider the total fee specified below in accordance with the schedule set forth. All payments are due in U.S. dollars.

Late payments shall incur a late fee equal to:

Term and Termination

This Waiver and Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Termination shall not relieve Client of obligations to pay for services performed or for any indemnity obligations that arise under this Agreement.

Assumption of Risk and Release

Client acknowledges that the handling and application of Chemicals entails risks of bodily injury, property damage and environmental contamination. Client voluntarily consents to Provider performing the Services and, except in the case of Provider's gross negligence or willful misconduct, hereby releases, waives and discharges Provider and its officers, directors, employees, agents and contractors from any and all claims, liabilities, damages, demands, causes of action, costs and expenses (including attorneys' fees) arising from or related to the use, application, presence, drift or disposal of Chemicals in connection with the Services.

Indemnification and Defense

Client shall defend, indemnify and hold harmless Provider and its affiliates, employees and agents from and against all losses, liabilities, claims, damages, fines, penalties and expenses (including reasonable attorneys' fees and court costs) arising out of or resulting from Client's negligence, willful misconduct, breach of this Agreement, failure to follow pre- and post-application instructions, or any claim by third parties related to the Services or the Chemicals, except to the extent caused by Provider's gross negligence or willful misconduct.

Insurance; Proof of Coverage

Provider shall maintain commercial general liability insurance and, where applicable, automobile and workers' compensation insurance in amounts sufficient for the Services. Minimum limits desired are:

Upon reasonable request, Provider will furnish certificates of insurance to Client. The provision of insurance does not limit Provider's indemnity or other obligations under this Agreement.

Compliance with Laws and Safety

Provider and Client each warrant that they shall comply with all applicable federal, state and local laws, rules and regulations governing the purchase, handling, storage, labeling, use, transport, application and disposal of Chemicals. Provider will use trained personnel and reasonable care consistent with industry standards. Client agrees to provide reasonable access and necessary site information, to post notices or restrict access where required, and to follow Provider's reasonable pre- and post-application instructions.

Governing Law; Entire Agreement; Severability

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict-of-law principles. Any legal action relating to this Agreement shall be brought exclusively in the state and federal courts located in that state.

This Waiver and the documents referenced herein constitute the entire agreement between the parties with respect to the subject matter and supersede all prior negotiations, representations and agreements, whether written or oral. If any provision is held invalid, the remainder shall continue in full force and effect.

Certifications

Each party represents and warrants that it has the authority to enter into this Agreement, that the person signing on its behalf is duly authorized, and that no other consents are required for performance. Client certifies that it has disclosed to Provider all conditions, persons, animals and property that could be affected by Chemical application and that it will notify Provider of material changes prior to any subsequent applications.

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