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<br /> TERMS AND CONDITIONS
<br /> Stericycle,Inc.,a Delaware corporation,with offices at 28161 N.Keith Drive, 8. Compliance Materials; Confidentiality. To the extent that Stericycle
<br /> Lake Forest. IL 60045 (collectively, "Stericycle'), and JUg--auly Devoetionals provides Customer with electronic or printed materials("Compliance Materials
<br /> with offices at 265.E YosemiteAy Sic 17 Manteca A 95 6("Customer"), "),it provides these subject to a limited license to Customer to use Compliance
<br /> hereby enter into and agree as provided in this Services Agreement (the Materials for its own,non-commercial use.Stericycle may revoke this license
<br /> "Agreement")dated as of the 1 day of August,M(the"Effective Date). at any time.Customer may not copy or distribute Compliance Materials or use
<br /> 1.Services.(a)Stericycle will provide Customer the services set forth on page I or republish Compliance Materials for or to any third party or audience.
<br /> of this Agreement(the"Services') which are incorporated herein and made a Customer agrees to return all Compliance Materials to Stericycle at
<br /> part of this Agreement.(b)Customer shall be liable for and shall indemnify, Customer's expense at the expiration or termination of this Agreement.
<br /> defend and hold harmless Stericycle from and against all demands, claims, Stericycle may charge Customer a fee for failure to return Compliance
<br /> actions, losses, damages, and expenses, including reasonable attorney fees Materials. Customer agrees to not disclose to any third parties Stericycle
<br /> resulting from any Non-Conforming Waste (defined below) or Customer's pricing,policies and procedures,
<br /> failure to properly store,package,label,or segregate RMW.(c)All lab wastes or 4. Compliance with Laws and Policies. Each party shall comply with all
<br /> materials that contain or have the potential to contain infectious substances laws,rules and regulations applicable to its performance hereunder.Stericycle
<br /> arising from any agents listed under 42 CFR 72.3 are prohibited from inclusion and Customer shall keep adequate books, records and documentation as
<br /> among RMW to be collected and must be pretreated by Customer prior to required by applicable laws, rules, regulations and guidelines pertaining to
<br /> disposal. (d) The current version of the Stericycle Waste Acceptance Policy storage or handling of RMW and the Services hereunder. Customer shall
<br /> ("WAP")is attached.Stericycle may periodically update the WAP.(e)During comply with the WAP applicable to the Services.
<br /> the Term.Stericycle shall be the exclusive provider of the Services to Customer 10. Excuse of Performance. Neither party will be responsible if its
<br /> at all of its locations,and Customer shall use no other RMW disposal service, performance of any act(s)required hereunder(other than the payment of any
<br /> method or service provider,whether at the service location(s)set forth herein or amounts due)is interrupted or delayed due to any reason beyond its reasonable
<br /> at any other current or future location(s) of Customer. As used herein, " control.
<br /> Hon-Conforming Waste" means any substance, waste or container that is 11. Equipment. Customer shall have the care, custody and control of any
<br /> excluded,not accepted or non-conforming under the WAP or otherwise cannot containers and other equipment owned by Stericycle and placed at Customer's
<br /> be accepted by Stericycle under any applicable law, rule or regulation. (e) premises ("Equipment") and accepts responsibility and liability for the
<br /> Stericycle may bill additional charges for each non-compliant container Equipment and its contents.Any damage or loss to such Equipment,other than
<br /> (overweight under applicable laws, rules or regulations; each container normal wear and tear,will be charged to Customer at full replacement value.
<br /> exceeding 50 lbs; containers holding non-conforming waste; and containers 12. Waste Brokers. Stericycle reserves the right to deal solely with the
<br /> where the waste is improperly segregated or packaged)provided by Customer. Customer and not with any third party agents of the Customer for all purposes
<br /> T Term of this Agreement.(a)The initial term of this Agreement(the" '' relating to this Agreement.Customer represents and warrants to Stericycle that
<br /> ern-") will begin on the Effective Date set forth above and continue for 60 it is the medical waste generator and is acting for its own account and not
<br /> lito s. This Agreement will automatically renew for successive terms of(,lig through a broker or agent. Stericycle shall be entitled to terminate this
<br /> same duration(each,an"Extension Term"),unless either party gives the other agreement and seek all available legal remedies,including but not limited to
<br /> party at least 60 days'written notice,prior to the renewal date,of its request to liquidated damages, in the amount set forth herein for Customer's breach of
<br /> terminate this Agreement.The Initial Term and each Extension Term,if any,are this representation and warranty.
<br /> collectively referred to as the`e�cn-".(b)Upon the expiration or termination of 13. Miscellaneous. (a)This Agreement constitutes the entire agreement
<br /> this Agreement,Customer shall pay Stericycle all amounts due for services and between the parties relating to the subject matter of his Agreement and
<br /> products provided prior to the expiration or termination(and any other amounts supersedes any prior agreements and arrangements between the parties. (b)
<br /> due to Stericycle, which may include a final pickup fee). (c) Stericycle shall This Agreement may be modified only by a written amendment signed by an
<br /> have the right to retrieve its Equipment (defined below) from Customer authorized representative of each party.(c)This Agreement shall be binding
<br /> wherever located. upon and inure to the benefit of the parties hereto and their respective
<br /> 3.Pricing.Customer shall pay to Stericycle the service fees set forth on page I successors and permitted assigns, legal representatives and heirs; provided.
<br /> ("Service Fees"). Stericycle may adjust the Service Fees to cover however,that Customer may not assign its tights or delegate its obligations
<br /> non-controllable costs, including but not limited to taxes, fuel and regulatory under this Agreement without the prior written consent of Stericycle. (d)
<br /> fees annually in accordance with the percentage listed on page 1. Stericycle's relationship with Customer is that of an independent contractor.
<br /> 4.Payment Terms.Customer shall pay in full each Stericycle invoice within 30 and nothing in this Agreement shall be construed to designate Stericycle as an
<br /> days of the date of such invoice. Any invoiced amounts not received by employee,agent or partner of or a joint venture with Customer.(e)Any dispute
<br /> Stericycle within that timeframe will be subject to an interest charge of 1.5%per arising in connection with or relating to this Agreement or between the parties
<br /> month (or the maximum amount allowed by law). Customer shall reimburse ("Disputes") that the parties are unable to resolve informally, such as via
<br /> Stericycle for all costs that it incurs in collecting overdue amounts from discussion and negotiation between the parties,shall solely and exclusively be
<br /> Customer. Stericycle may, with notice, suspend services until any overdue resolved by binding and final arbitration before the American Arbitration
<br /> amounts(plus interest charges and collection fees,if any)are paid.Customer Association("AAA:').conducted pursuant to the Federal Arbitration Act(as
<br /> shall also pay all taxes imposed by any governmental authority with respect to the parties acknowledge that the services provided involve interstate
<br /> the purchase of any services and products hereunder,including all sales, use, commerce).All Disputes will be determined on an individual basis(and not as
<br /> excise,occupation,franchise and similar taxes and tax-like fees and charges(but a class member or in any purported class or representative capacity,considered
<br /> excluding all taxes on Stericycle's net income).Stericycle will cooperate with unique as to its facts,and shall not be consolidated in any arbitration or other
<br /> Customer to determine the applicability of exemption certificates,if any, that proceeding with any claim or controversy of any other party,and the arbitrator
<br /> Customer provides in a timely manner to Stericycle. or trier of fact shall not preside over any form of representative or class
<br /> 5.Early Termination.In the event that Customer terminates this Agreement proceeding.The exclusive jurisdiction and forum for resolution of any Dispute
<br /> prior to the expiration of the Term other than as set forth in Sertion Customer shall be by arbitration,which shall take place in the state where Customer is
<br /> shall promptly pay Stericycle (a) all unpaid invoices and any late charges located at the closest AAA office.(f)The failure of either party to insist upon
<br /> thereon;and(b)an amount equal to 55%of Customer's average monthly charge the performance of any provision hereof,or to exercise any right granted under
<br /> multuntilt heexpirationd by ldate ber of of the Terms(including any partial months)remaining any provision hereof,will not be construed as waiving that provision or any
<br /> other provision,and the provision will continue in full force and effect.(g)No
<br /> 6.Default and Early Termination for Cause.Either party may immediately term or condition contained in a Customer purchase order or any other invoice
<br /> terminate this Agreement,in whole or in part,upon written notice to the other acknowledgment shall be binding upon Stericycle unless agreed to by
<br /> party if the other party breaches any material provision of this Agreement and Stericycle in writing.(h)Each provision of this Agreement must be interpreted
<br /> fails to cure such breach within thirty(30) days following receipt of written in a way that is valid under applicable law.If any provision is held invalid,the
<br /> notice of such breach. Documented service or performance deficiencies by rest of the Agreement will remain in full force and effect. (i)The failure of
<br /> Stericycle or nonpayment by Customer of amounts rightfully owed to Stericycle either party to insist upon the performance of any provision hereof, or to
<br /> or Customer's failure to comply with Stericycle polices related to the Services exercise any right granted under any provision hereof,will not be construed as
<br /> shall constitute a material breach. waiving that provision or any other provision,and the provision will continue
<br /> 7. Limitation of Liability. In no event shall either party be liable for any in full force and effect.All waivers must be in writing and signed by the party
<br /> indirect,exemplary,punitive, special. incidental or consequential damages,or waiving its rights 0)Except as otherwise set forth herein.this Agreement shall
<br /> lost profits. lost revenue. lost business opportunities or the cost of substitute be governed by and construed in accordance with the laws of the State of
<br /> items or services under or in connection with this Agreement. Illinois,without regard to the conflict of law provisions.
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