Resource Recovery Agreement

RESOURCE RECOVERY AGREEMENT

This Resource Recovery Agreement ("Agreement") is made and entered into as of Effective Date: . Agreement No.:

Client Name:   Client Address:

Recovery Provider Name:   Provider Address:

RECITALS

WHEREAS, Client generates or controls certain waste, by-products, or materials described below for which recovery, processing, recycling, reuse or reclamation services are required; and

WHEREAS, Recovery Provider has the capability and capacity to recover, process and manage such materials in accordance with applicable law, accepted industry practice and the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms under which Client will deliver materials to Recovery Provider and Recovery Provider will recover, handle and, where applicable, accept title to recovered products.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Recovery Provider compensation as follows: Rate or Lump Sum:   Per:

Late Payment: Unpaid amounts shall accrue interest at the rate of % per month (or the maximum rate permitted by law), together with collection costs and attorneys' fees.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement upon written notice to the other party at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice, or upon insolvency or assignment for the benefit of creditors.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, technical, financial and operational information disclosed by one party to the other, including analytical data, process information, pricing and commercial terms, trade secrets and customer lists.

Obligations: Each receiving party shall (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) restrict disclosure to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exclusions: Confidential Information does not include information that is (i) already known to the receiving party without restriction at the time of disclosure; (ii) generally known or publicly available through no wrongful act of the receiving party; or (iii) rightfully obtained from a third party not under an obligation of confidentiality.

Duration: The confidentiality obligations shall survive termination of this Agreement for a period of years from the date of disclosure, except for trade secrets which shall be protected for as long as such information qualifies as a trade secret under applicable law.

COMPLIANCE; ENVIRONMENTAL MATTERS

Regulatory Compliance: Each party shall comply with all applicable environmental, health and safety laws and regulations. Recovery Provider shall operate facilities in a manner that protects human health and the environment and shall maintain all required permits and licenses.

Hazardous Materials: Client represents that materials delivered will be accurately described and will not contain undisclosed hazardous substances. Client shall indemnify Recovery Provider for liabilities arising from undisclosed hazardous materials.

REPORTING AND AUDIT

Audit Rights: Client shall have the right, upon reasonable prior notice and during normal business hours, to audit records of Recovery Provider that directly relate to the handling and processing of Client's materials, subject to confidentiality protections.

INSURANCE; INDEMNITY; LIMITATION OF LIABILITY

Indemnity: Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against claims, liabilities, losses, damages and expenses arising out of Indemnitor's breach of this Agreement, negligence, willful misconduct, or violation of applicable law.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or indemnity obligations, neither party shall be liable for indirect, incidental, consequential or punitive damages. The aggregate liability of either party for direct damages under this Agreement shall be limited to the total compensation paid by Client to Recovery Provider in the twelve (12) months preceding the claim.

FORCE MAJEURE

Neither party shall be liable for delays or failures to perform resulting from causes beyond its reasonable control, including acts of God, strikes, pandemics, acts of government, utility failure, or natural disasters. The affected party shall provide prompt written notice and use commercially reasonable efforts to resume performance.

NOTICES

GOVERNING LAW; ENTIRE AGREEMENT

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 law principles.

Entire Agreement: This Agreement, including any schedules, attachments and exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and proposals, whether written or oral.

MISCELLANEOUS

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

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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