Waste Disposal Services Agreement

WASTE DISPOSAL SERVICES AGREEMENT

This Waste Disposal Services Agreement ("Agreement") is made and entered into as of by and between Client Name: with principal place of business at Client Address: (\"Client\"), and Service Provider Name: with principal place of business at Service Provider Address: (\"Provider\"). Each of Client and Provider may be referred to individually as a \"Party\" and collectively as the \"Parties.\"

RECITALS

WHEREAS, Client generates solid and/or liquid waste, recyclable materials, or other refuse requiring collection, transportation, treatment, recycling or disposal; and

WHEREAS, Provider is duly permitted, equipped and experienced to provide waste collection, transport and disposal services in accordance with applicable law and industry practice; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Provider will provide waste disposal services to Client.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Hazardous Material" means any substance or waste that is regulated under applicable environmental law as hazardous, toxic, flammable, explosive, infectious or otherwise requiring special handling.

1.2 "Services" means the collection, transportation, processing, recycling, treatment and lawful disposal of Client's waste as described in Section 2 and Schedule A (if any), together with ancillary services reasonably required for performance.

2. SCOPE OF SERVICES

2.1 Provider shall perform Services in accordance with the scope described below and shall operate in compliance with all applicable permits, laws, rules and industry standards. Provider will collect, transport, store temporarily where necessary, and dispose of waste types authorized by Client and accepted by Provider.

3. TERM AND TERMINATION

3.1 Term. The initial term shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

3.2 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party fails to cure a material breach within thirty (30) days after receipt of written notice specifying the breach; provided that for breaches that cannot reasonably be cured within thirty (30) days, the breaching Party shall have a commercially reasonable period to cure if it commences cure within thirty (30) days and proceeds diligently.

3.3 Termination for Convenience. Client may terminate for convenience upon sixty (60) days' prior written notice and payment of all undisputed charges through the effective termination date and reasonable demobilization costs as set forth in Section 4.

4. COMPENSATION AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth below for Services provided. Unit prices, per‑ton fees, trip charges and any processing or disposal surcharges are stated in the invoice schedule.

4.2 Invoices. Provider shall issue invoices in sufficient detail to permit Client to verify charges. Client shall pay undisputed amounts within the payment terms; disputed items shall be resolved in good faith and payment of undisputed amounts shall continue.

5. EQUIPMENT; ACCESS

5.1 Access. Client shall provide Provider safe and sufficient access, on agreed schedules, to locations where waste is generated and shall comply with reasonable instructions to permit Provider to perform the Services.

6. PERMITS, LAWS AND COMPLIANCE

6.1 Provider Obligations. Provider shall maintain all permits, licenses and authorizations required to perform the Services and operate its vehicles, facilities and equipment, and shall comply with all applicable environmental, transportation and safety laws. Provider shall maintain manifesting, shipping papers and other documentation where required.

6.2 Client Obligations. Client shall accurately classify and characterize waste, notify Provider of any known Hazardous Material and ensure that waste presented is packaged and labeled in accordance with law. Client shall not present materials that are not authorized under this Agreement.

7. INSURANCE

7.1 Minimum Coverages. Provider shall maintain, at its own expense, commercial general liability, automobile liability and environmental liability insurance customary for the industry with limits not less than those agreed in writing by the Parties. Provider shall name Client as additional insured on commercial general liability where required by contract.

8. INDEMNIFICATION

8.1 Provider Indemnity. Provider shall defend, indemnify and hold harmless Client, its officers, directors and employees from and against any claims, liabilities, fines, costs and expenses (including reasonable attorneys' fees) arising out of Provider's negligent acts or omissions, willful misconduct, breach of this Agreement, or failure to comply with applicable laws in performing the Services, except to the extent caused by Client's negligence or willful misconduct.

8.2 Client Indemnity. Client shall defend, indemnify and hold harmless Provider from claims arising from Client-generated waste that was not disclosed as Hazardous Material or that was mischaracterized by Client.

9. CONFIDENTIALITY

9.1 Each Party shall keep confidential information received from the other Party and shall not disclose such information except as required by law or necessary to perform under this Agreement. Confidential information does not include information that is or becomes publicly available other than through a breach of confidentiality.

10. ENVIRONMENTAL INCIDENTS; RESPONDERS

10.1 Notification. Provider shall notify Client promptly of any release, spill or other environmental incident discovered during performance of Services. Provider shall take reasonable emergency response actions to mitigate harm and shall prepare an incident report describing actions taken.

11. RECORDS AND AUDIT

11.1 Provider Records. Provider shall maintain records, manifests, weight tickets and other documentation supporting charges and compliance for a period of years and shall make such records available to Client upon reasonable request during normal business hours.

12. LIMITATION OF LIABILITY

12.1 Except for liability arising from gross negligence, willful misconduct, or indemnities for third‑party claims, neither Party shall be liable to the other for special, incidental, consequential or punitive damages.

12.2 The aggregate liability of Provider for direct damages arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months immediately preceding the claim, or , whichever is greater.

13. FORCE MAJEURE

13.1 Neither Party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, strikes, pandemics, acts of governmental authority, severe weather, or civil unrest (\"Force Majeure\"). The affected Party shall provide prompt notice and use commercially reasonable efforts to resume performance.

14. NOTICES

14.1 All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses below or such other address as a Party designates by notice.

15. AMENDMENT; WAIVER; COUNTERPARTS

15.1 Amendment. This Agreement may be amended only by a writing executed by duly authorized representatives of both Parties.

15.2 Waiver. No waiver of any provision shall be effective unless in writing and signed by the Party granting the waiver. A waiver of any breach shall not constitute a waiver of any other breach.

15.3 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together constitute one instrument.

16. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state selected by the Parties: State of Jurisdiction: , without regard to conflict of law principles.

16.2 Entire Agreement. This Agreement, together with any attachments or schedules executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior agreements and understandings.

16.3 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a valid substitute provision that, to the extent possible, achieves the original intent.

17. MISCELLANEOUS

17.1 Subcontracting. Provider may subcontract portions of the Services so long as Provider remains responsible for performance and compliance. Provider shall ensure subcontractors maintain insurance and qualifications consistent with this Agreement.

17.2 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except to an affiliate or in connection with a sale of substantially all assets, provided the assignee assumes all obligations.

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