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DocuSign Envelope ID: 672C7C2B-95D8-4A77-B448-218E7B6E1 F57
<br />services or products. These taxes include all sales, use, excise,
<br />occupation, franchise and similar taxes and tax -like fees and charges
<br />(but do not include any taxes on Stericycle's net income). Stericycle
<br />shall cooperate with the Customer to determine the applicability of any
<br />exemption certificates that the Customer provides to Stericycle in a
<br />timely manner. In the event that Stericycle suspends service under this
<br />Agreement, it may, at its option, refuse to accept any Containers sent to
<br />it by Customer, irrespective of whether Customer already paid for such
<br />Containers.
<br />5. Indemnification: Stericycle shall indemnify and hold Customer
<br />harmless from any liabilities arising from the gross negligence or willful
<br />misconduct of Stericycle in the performance of its obligations under this
<br />Agreement. Customer shall indemnify and hold harmless Stericycle from
<br />any liabilities arising from the gross negligence or willful misconduct of
<br />Customer, which shall include, but not be limited to, failure to properly
<br />store, package, label, or segregate Regulated Medical Waste or
<br />Amalgam Waste and any liabilities relating to Non -Conforming Waste,
<br />whether or not accepted or treated by Stericycle. Each party agrees to
<br />pay the reasonable attorneys' fees and costs incurred by the other in
<br />bringing a successful indemnification claim under this Paragraph.
<br />Customer agrees to pay Stericycle's reasonable attorney's fees incurred
<br />for any successful defense by Stericycle of a suit for indemnification
<br />brought against Stericycle by Customer.
<br />6. Compliance with Laws: Stericycle hereby agrees to carry General
<br />Liability, Automobile Liability, and Workmen's Compensation Insurance
<br />as required by applicable state law, and to otherwise comply with all 14.
<br />federal and state laws, rules and regulations applicable to its
<br />performance hereunder. As of the date of this Agreement, Stericycle has
<br />all necessary permits, licenses, zoning and other federal, state or local
<br />authorizations required to perform the services under this Agreement
<br />and will furnish copies of these to Customer upon request. Customer
<br />hereby agrees to comply with all federal and state laws, rules and
<br />regulations applicable to its handling of Regulated Medical Waste and its
<br />performance under this Agreement, including, without limitation, all
<br />applicable record keeping, documentation and manifesting
<br />requirements. Customer acknowledges that Stericycle has advised
<br />Customer of the Regulated Medical Waste service frequency
<br />requirements within their state (if applicable), and Customer has
<br />determined its desired frequency independent of Stericycle's
<br />recommendation. Customer hereby agrees to indemnify and hold
<br />Stericycle harmless for any decisions around service frequency by
<br />Customer that do not comply with state regulations. Stericycle and
<br />Customer shall keep and retain adequate books and records and other
<br />documentation including personnel records, correspondence,
<br />instructions, plans, receipts, vouchers, copies of manifests and tracking
<br />records consistent with and for the periods required by applicable
<br />regulations and guidelines pertaining to storage or handling of
<br />Regulated Medical Waste and the services to be performed under this
<br />Agreement.
<br />7. Excuse of Performance: Stericycle shall not be responsible if its
<br />performance of this Agreement is interrupted or delayed by
<br />contingencies beyond its control, including, without limitation, acts of
<br />God, war, blockades, riots, explosion, earthquakes, strikes, lockouts or
<br />other labor or industrial disturbances, fires, accidents to equipment,
<br />injunctions or compliance with laws, regulations, guidelines or orders of
<br />any governmental body or instrumentality thereof (whether now existing
<br />or hereafter created).
<br />8. Independent Contractor: Stericycle's relationship with Customer
<br />pursuant hereto is that of an independent contractor, and nothing in this
<br />Agreement shall be construed to designate Stericycle as an employee,
<br />agent or partner of or a joint venture with Customer.
<br />9. Exclusivity: Customer agrees to use no other Regulated Medical
<br />Waste disposal service or method during the Term of this Agreement
<br />and any Extension Terms.
<br />10. Amendment and Waiver: Only a written instrument executed by the
<br />parties shall effect all amendments to this Agreement other than
<br />amendments provided in Section 2(b).
<br />Account/Site #
<br />No waiver shall be effective unless submitted in writing by the party
<br />granting such waiver. No waiver of any provision of this Agreement shall
<br />be deemed a waiver of any other provision of this Agreement and no
<br />waiver of any breach or duty under this Agreement shall be deemed a
<br />waiver of any other breach or later instances of the same duty.
<br />11. Savings Clause: In case any one or more of the provisions
<br />contained in this Agreement shall, for any reason, be held to be invalid,
<br />illegal or unenforceable in any respect, such invalidity, illegality or
<br />unenforceability shall not affect any other provisions of this Agreement;
<br />this Agreement shall be construed as if such invalid, illegal or
<br />unenforceable provision had never been contained herein, unless such
<br />finding shall impair the rights or increase the obligations of Stericycle
<br />hereunder, in which event, at Stericycle's option, this Agreement may be
<br />terminated.
<br />12. Entire Agreement: This Agreement (including any attachments,
<br />exhibits and amendments made in accordance with Paragraph 10)
<br />constitutes the entire understanding and agreement of the parties and
<br />cancels and supersedes all prior negotiations, representations,
<br />understandings or agreements, whether written or oral, with respect to
<br />the subject matter of this Agreement.
<br />13. Governing Law: This Agreement shall be governed by and
<br />construed in accordance with the laws of the State of Illinois without
<br />regard to the conflicts of laws rules of any jurisdiction.
<br />Counterparts: This Agreement may be executed in one or more
<br />counterparts, each of which shall be deemed an original but all of which
<br />when taken together shall constitute one and the same instrument. A
<br />copy or facsimile of this Agreement shall be as effective as an original.
<br />15. Purchase Orders: Any terms or conditions contained in any
<br />Purchase Order, Purchase Order Agreement, or other invoice
<br />acknowledgment, Order by Customer or proposed at any time by
<br />Customer in any manner, which vary from, or conflict with the terms and
<br />conditions in the Stericycle Mailback Service are deemed to be material
<br />alterations and are objected to by Stericycle without need of further
<br />notice of objection and shall be of no effect nor in any circumstances
<br />I upon Stericycle unless expressly accepted in writing. If
<br />Customer's standard purchase order form is provided to Stericycle in
<br />connection with this Agreement, the terms and conditions for that
<br />Purchase Order will be superseded by the provisions of this Agreement
<br />and the use of the purchase order shall be only to facilitate Customer's
<br />payment of fees to Stericycle. Written acceptance or rejection by
<br />Stericycle of any such terms or conditions shall not constitute an
<br />acceptance of any other additional terms or conditions.
<br />to
<br />16. Waste Brokers: Stericycle reserves the right to deal solely with the
<br />Customer and not with any third party agents of the customer for all
<br />purposes relating to this Agreement. Customer represents and warrants
<br />Stericycle that it is the medical waste generator and is acting for its
<br />own account and not through a broker or agent. Stericycle shall be
<br />entitled to terminate this agreement and seek all available legal
<br />remedies, for Customer's breach of this representation and warranty.
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