Recycling Program Document

RECYCLING PROGRAM AGREEMENT

Parties and Contact Information

Recitals

WHEREAS, Program Provider operates a recycling collection and processing program designed to collect, transport, process and/or market recyclable materials for environmental and regulatory compliance purposes; and

WHEREAS, Participant desires to engage Program Provider to provide recycling services at the Participant premises located at for the term and upon the terms set forth in this Agreement.

WHEREAS, the parties intend that Program Provider accept and manage certain designated recyclable materials and report diversion metrics to Participant in accordance with this Agreement.

Scope of Work

Program Provider shall provide, at a minimum, the following functions: collection of designated materials, transportation to appropriate processing facilities, processing or transfer to end-markets, provision of containers as specified, training for Participant staff, and monthly operational reporting describing quantities collected and disposition.

Materials Accepted

The following materials are accepted under this Agreement (check all that apply):

Paper (mixed office paper, cardboard)
Plastics (#1-#7 rigid containers)
Glass (bottles and jars)
Metals (aluminum, steel)
Electronics (e-waste subject to special handling)
Organics/Compostables
Other:

Collection Schedule, Reporting, and Performance

Program Provider shall maintain records of quantities collected, processing disposition, contamination rates, and end-market receipts and shall provide such records to Participant upon request for audit and regulatory compliance purposes. Participant may request an audit with reasonable advance notice; Program Provider shall cooperate and provide access to relevant records.

Payment Terms

All invoices are due in accordance with the Payment Schedule. Any undisputed late amounts shall accrue the Late Payment Fee as stated above until paid in full. Participant shall notify Program Provider in writing within ten (10) days of receipt if Participant disputes any invoiced amount, specifying the basis of the dispute.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing the other party the Termination Notice Period stated above. Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after written notice of breach.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other. "Confidential Information" means nonpublic business, technical, or financial information disclosed in connection with this Agreement, but does not include information that is or becomes publicly known other than through breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed.

Each party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information disclosed pursuant to this Agreement shall not be used by the receiving party except to perform its obligations under this Agreement.

Compliance, Indemnity, and Insurance

Program Provider shall perform services in compliance with all applicable laws, regulations and industry standards. Participant shall not instruct Program Provider to accept materials that violate applicable law or Program Provider's policies.

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims, damages, liabilities, costs and expenses arising out of that party's negligent acts or willful misconduct in connection with performance under this Agreement.

Governing Law; Entire Agreement

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

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Miscellaneous Provisions

Notices required under this Agreement shall be in writing and delivered to the contact information provided in this Agreement. If any provision of this Agreement is held unenforceable, the remainder shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement creates a joint venture, partnership, employment relationship, or agency relationship between them.

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