Waste Disposal Agreement

WASTE DISPOSAL AGREEMENT

This Waste Disposal Agreement ("Agreement") is entered into as of the Effective Date: by and between Provider Name: , an entity organized as Corporation LLC Other, having its principal place of business at (Provider), and Client Name: , an entity organized as Corporation LLC Other, having its principal place of business at (Client). Provider and Client are each a Party and together the Parties.

RECITALS

WHEREAS, Client generates certain non-hazardous and/or hazardous wastes in the ordinary course of its operations and requires collection, transportation, treatment and lawful disposal of such wastes; and

WHEREAS, Provider is duly permitted, licensed and experienced to perform waste handling, transport, and disposal services in accordance with Applicable Law and has represented that it has available facilities and contractual arrangements with permitted disposal facilities; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the handling, transportation, treatment and disposal of the wastes described herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the following meanings: "Waste" means any solid or liquid material generated by Client that is intended for disposal, recycling or treatment under this Agreement. "Hazardous Waste" means Waste that is listed or exhibits characteristics identified under Applicable Law as hazardous. "Applicable Law" means all federal, state, regional and local statutes, regulations, ordinances, permits, administrative orders and binding common law relating to health, safety, transportation or the environment.

2. SCOPE OF SERVICES

Provider shall, in accordance with the terms of this Agreement and Applicable Law, collect, transport, handle, consolidate (if applicable), treat and/or dispose of the Waste generated or designated by Client at such times and locations as mutually agreed. Services shall include provision of labor, vehicles, standard containment, manifests and disposal receipts. Specific services to be provided are described as follows:

3. TERM AND TERMINATION

The initial Term of this Agreement shall commence on the Service start date identified above and shall continue for a period of months unless earlier terminated as provided herein. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within days after written notice. Either Party may terminate for convenience upon days prior written notice to the other Party; provided that Client shall remain obligated to pay for Services rendered through the effective date of termination and any reasonable demobilization costs incurred by Provider.

4. FEES, BILLING AND PAYMENT

Client shall pay Provider the fees set forth below and any documented third-party disposal or treatment charges and reasonable transportation surcharges incurred in connection with the Services.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Applicable Law. Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Provider in collecting past due amounts.

5. WASTE CHARACTERIZATION, MANIFESTS AND ACCEPTANCE

Client shall properly characterize and segregate all Waste and shall provide accurate, complete manifests, labels, safety data sheets and any transport documentation required by Applicable Law. Provider may refuse to accept Waste that it reasonably determines is improperly characterized, incompatible with other loads or unacceptable for treatment or disposal at Provider's designated facilities. Client shall be responsible for all costs and liabilities associated with the mischaracterization of Waste or shipment of prohibited materials.

6. PERMITS, COMPLIANCE AND PERFORMANCE STANDARDS

Each Party shall obtain and maintain all permits, registrations and approvals required for its obligations under this Agreement. Provider shall perform Services in accordance with Applicable Law and industry standards and shall ensure that disposal occurs only at permitted facilities. Client shall cooperate in providing access, manifests and other information reasonably necessary for Provider to maintain compliance.

7. INSURANCE

Provider shall maintain, at its expense, commercial general liability, automobile liability, environmental/pollution liability and workers' compensation insurance with limits customary for the industry and sufficient to cover the performance of Services. Provider shall provide certificates of insurance upon Client's request and shall name Client as an additional insured on the commercial general liability policy with respect to Provider's operations under this Agreement where permitted by policy terms.

8. INDEMNIFICATION

Provider shall indemnify, defend and hold Client harmless from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) to the extent caused by Provider's negligence, willful misconduct or breach of this Agreement. Client shall indemnify, defend and hold Provider harmless from and against any claims, liabilities, losses, damages and expenses arising from Client's mischaracterization of Waste, breach of this Agreement, or Client-supplied materials, except to the extent caused by Provider's negligence or willful misconduct.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFIT. THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. RECORDKEEPING, REPORTING AND MANIFESTS

Provider shall retain copies of manifests, disposal receipts and other regulatory records related to Client's Waste for a period of years and shall provide copies to Client upon reasonable request. Provider shall notify Client promptly of any spills, releases, regulatory notices or enforcement actions relating to Client's Waste.

11. INSPECTION, ACCESS AND AUDIT

Client shall afford Provider reasonable access to Client premises for performance of Services. Provider shall afford Client or its authorized representative reasonable access to records and manifests solely for the purpose of confirming compliance with this Agreement, subject to confidentiality obligations and advance notice.

12. CONFIDENTIALITY

Each Party shall treat as confidential all non-public business and technical information of the other Party disclosed under this Agreement and shall not disclose such information except to its officers, employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential information does not include information that is or becomes public other than by breach of this Agreement, or that is required to be disclosed by Applicable Law.

13. FORCE MAJEURE

Neither Party shall be liable for delays or failures in performance due to events beyond its reasonable control, including acts of God, strikes, civil disturbance, governmental action, shortage of fuel or equipment, pandemic, or severe weather ("Force Majeure Event"). The affected Party shall provide prompt written notice of the Force Majeure Event and shall use commercially reasonable efforts to resume performance.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth below or such other addresses as a Party may designate in writing.

15. ASSIGNMENT AND SUBCONTRACTING

Neither Party may assign this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, except that Provider may assign or subcontract all or part of its rights and obligations to an affiliate or contractor provided Provider remains liable for performance hereunder. Any permitted assignee or subcontractor shall comply with the terms of this Agreement.

16. REMEDIES; CUMULATIVE RIGHTS

The remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity. No failure or delay by either Party in exercising any right shall operate as a waiver of such right.

17. GOVERNING LAW; DISPUTE RESOLUTION; ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in the county of the governing law state unless the Parties agree otherwise in writing. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. No modification of this Agreement shall be effective unless in writing and signed by both Parties.

18. MISCELLANEOUS

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture or agency relationship. Headings are for convenience only and shall not affect interpretation. Any provision requiring a Party to obtain insurance, indemnify, or defend shall survive termination or expiration of this Agreement to the extent necessary to effectuate its intent.

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