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DocuSign Envelope ID-136A57E1-7405-4COE-8737-49EEB891331EF
<br /> CleanEafthe
<br /> This Master Services Agreement("Agreement")is entered into which the effective date shall be the date of the last signatory hereto,{the
<br /> •'Effective Date"]by and between Clean Earth Environmental Solutions,Inc.,a Delaware Corporation by and through its subsidiaries or
<br /> affiliates designated herein ("Clean Earth"),located at 350 Poplar Church Road,Camp Hill PA 17011 and Dirt Movers, INC.,a California
<br /> corporation("Customer"},located at 1930 W Fremont St,Stockton,CA 95203
<br /> i Sole Terms.All Services•defined below, provided by Contractor to Customer are subject solely to the terms contained herein and any
<br /> addenda agreed to by the parties in writing and attached hereto [collectively, the"Agreement'). No term or condition on Customer's
<br /> purchase order or any other instrument,agreement or understanding shall be binding upon Clears Earth unless agreed to by the parties
<br /> in writing.provided that in the event of a conflict the terms of this Agreement shall prevail.
<br /> 2. Clean Earth Services,Upon the issuance of a service order, price sheet, statement of work manifest, proposal,quote or other similar
<br /> document{collectively,a"Service Schedule1,Clean Earth will provide Customer the services described therein(the'Services'),which are
<br /> specifically incorporated and made part of this Agreement.
<br /> Service Fee.Customer agrees to pay Clean Earth for the performance of the Services at the fees or rates set forth in a Service Schedule,
<br /> or, if not specified therein, at Clean Earth's standard fees or rates for such Services at the time the Services are rendered,Clean Earth
<br /> reserves the right to adjust the amount of each Service Fee From time to time,in its sole discretion.Additiont! .Clean Earth may adjust
<br /> the contract price to account for operational changes it implements to comply with changes in law,
<br /> r. Payment Terms. Customer agrees to pay the Service Fee and all other amounts due within 30 days of the date of the invoice. Any
<br /> payments not received by Clean Earth on the due date will be subject to an interest charge on the unpaid balance of 1.5%per month(or
<br /> the maximum amount allowed by law).Al pa),rnents must be in immediately available U.S.funds,payments made by cred ittard may incur
<br /> additional fees.In addition to Clean Earth's charges for services and products under this Agreement.the Customer shall pay all taxes or
<br /> other fees imposed or levied by any governmental authority with respect to such services or products.These taxes include alt sales,use,
<br /> excise,occupation,franchise and similar taxes and tax-like fees and charges(but do not include any taxes on Clean Earth's net income).
<br /> Clean Earth shalt cooperate with the Customer to determine the a ppi icabi I ity of any exemption certificates that the Customer provides to
<br /> Clean Earth in a timely manner.
<br /> 5. Fuel, Environmental and/or p_thu Surcharge-Customer agrees and acknowledges that Clean Earth may,from time to time, impose
<br /> andlnr adjust a fuel,environmental and/or other surcharge of any amount for any duration,all in its sole discretion.
<br /> a Term of the Agreement.The term of this Agreement shall commence on the Effective Date and shall continue in effect for thirty-six(36)
<br /> months or until terminated in accordance with Paragraph 7 below("Initial Term'.After the Initial Term,this Agreement will automatically
<br /> renew for successive reneval terms("Renewal Term')equal in length to the Initial Term unless either party gives written termination
<br /> notice at feast ninety(90)days before expiration of the Initial Term or any subsequent Renewal Term.On termination by either party,
<br /> Customer will immediately pay Clean Earth all outstanding balances for Services performed by Clean Earth prior to termination of the
<br /> Agreement(along wit( all other monies due to Contractor).
<br /> 7 Default&Early Termination far Cause.Either party may immediately terminate this Agreement if the other party fails to cure its breach
<br /> of this Agreernent within 30 days following receipt of written notice of such breach.Notwithstanding anything to the contrary,in the event
<br /> tttat Customer fails to pay any amounts owing under this Agreement when due,including by reason of bankruptcy or insolvency,Clean
<br /> Earth may immediately suspend Services or cancel this Agreement in its entirety in its sole discretion.
<br /> s Excused Performance.In the event either party is prevented,hindered or delayed from the performance of any act required hereunder
<br /> by reason of strike,lock-out,acts of God,legal process,failure of power or any other similar reason not directly the fault of such party,or
<br /> by reason of the other party or its agents_ then performance of such act shall be excused for the period of delay and the period for the
<br /> performance of any such act shall be extended for a period equivalent to the period of such delay.
<br /> $ Customer Warranties.Customer shall comply with all applicable federal,state and local laws,rules and regulations(•Applicable Laws•l
<br /> and obtain and maintain throughout the term of this Agreement a I I permits,licenses and other farts of documentation required in order
<br /> §r a generator to comply with such Applicable Laws.Customer agrees to provide MSDS sheets,if available,fpr each waste related to the
<br /> Services,on which Sheet there is an accurate and complete description,and which advises Contractor of the hazards and risks presented
<br /> to persons,property or the environment when exposed to the waste.Customer shall tender only Wastes under this Agreement which
<br /> conforms to the information provided and Customer represents that it has no knowledge of any constituent or component not specifically
<br /> identified in the applicable waste profile street that increases the nature or the extent of time hazard or risk.If Clean Earth determines that
<br /> arty unit of waste received from Customer is non-conforming for any reason,Clean Earth may deem all waste that is tendered or accepted
<br /> at the same time as the non-conforming unit to be non-conforming for the same season.Contractor may,in is sole discretion, reject a
<br /> revoke acceptance of all non-conforming waste or except for processing all or any part of such waste. If Contractor accepts non-
<br /> conforming waste,Contractor shall process the waste at its then prevailing rates.
<br /> la Limitation of Liability. Clean Earth's cum ulative•aggregate liability for any reason under any and all legal theones is limited to monetary
<br /> damages not to exceed the lesser of;0)Customer's actual damages,or[n)l the total aggregate amount paid by Customer to Clean Earth
<br /> for the Services in the month before such liability is assessed or the month before termination of the Agreement, whichever is earlier.
<br /> 1930 W Fremont St
<br /> CleanEarth-a CONRDENTIAL Page 4 of 5
<br /> Clean€:arch-Quote with MSA Template_V 31_07.20.2020
<br /> riie pries quoted shall be treated as confidential properr/and may riot be disclosed to athecs before.during.or sub 5egLium to the,omis of tris proposal ex ept❑s required
<br /> by law or as necessary to perforin the subsequent Agreement that may be signed{and then only on a confidential basis sat lsfaCtor+•w both parEies.
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