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<br /> services or products. These taxes include all sales, use, excise, No waiver shall be effective unless submitted in writing by the party
<br /> occupation, franchise and similar taxes and tax-like fees and charges granting such waiver.No waiver of any provision of this Agreement shall
<br /> (but do not include any taxes on Stericycle's net income). Stericycle be deemed a waiver of any other provision of this Agreement and no
<br /> shall cooperate with the Customer to determine the applicability of any waiver of any breach or duty under this Agreement shall be deemed a
<br /> exemption certificates that the Customer provides to Stericycle in a waiver of any other breach or later instances of the same duty.
<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 11. Savings Clause: In case any one or more of the provisions
<br /> it by Customer, irrespective of whether Customer already paid for such contained in this Agreement shall,for any reason, be held to be invalid,
<br /> C o n t a i n e r s. illegal or unenforceable in any respect, such invalidity, illegality or
<br /> unenforceability shall not affect any other provisions of this Agreement;
<br /> 5. Indemnification: Stericycle shall indemnify and hold Customer this Agreement shall be construed as if such invalid, illegal or
<br /> harmless from any liabilities arising from the gross negligence or willful unenforceable provision had never been contained herein, unless such
<br /> misconduct of Stericycle in the performance of its obligations under this finding shall impair the rights or increase the obligations of Stericycle
<br /> Agreement.Customer shall indemnify and hold harmless Stericycle from hereunder,in which event,at Stericycle's option,this Agreement may be
<br /> any liabilities arising from the gross negligence or willful misconduct of t e r m i n a t e d .
<br /> Customer, which shall include, but not be limited to,failure to properly
<br /> store, package, label, or segregate Regulated Medical Waste or 12. Entire Agreement: This Agreement (including any attachments,
<br /> Amalgam Waste and any liabilities relating to Non-Conforming Waste, exhibits and amendments made in accordance with Paragraph 10)
<br /> whether or not accepted or treated by Stericycle. Each party agrees to constitutes the entire understanding and agreement of the parties and
<br /> pay the reasonable attorneys'fees and costs incurred by the other in cancels and supersedes all prior negotiations, representations,
<br /> bringing a successful indemnification claim under this Paragraph. understandings or agreements, whether written or oral, with respect to
<br /> Customer agrees to pay Stericycle's reasonable attorney's fees incurred the subject matter of this Agreement.
<br /> for any successful defense by Stericycle of a suit for indemnification
<br /> brought against Stericycle by Customer. 13. Governing Law: This Agreement shall be governed by and
<br /> construed in accordance with the laws of the State of Illinois without
<br /> 6. Compliance with Laws: Stericycle hereby agrees to carry General regard to the conflicts of laws rules of any jurisdiction.
<br /> Liability, Automobile Liability, and Workmen's Compensation Insurance
<br /> as required by applicable state law, and to otherwise comply with all 14. Counterparts: This Agreement may be executed in one or more
<br /> federal and state laws, rules and regulations applicable to its counterparts,each of which shall be deemed an original but all of which
<br /> performance hereunder.As of the date of this Agreement,Stericycle has when taken together shall constitute one and the same instrument. A
<br /> all necessary permits, licenses,zoning and other federal, state or local copy or facsimile of this Agreement shall be as effective as an original.
<br /> authorizations required to perform the services under this Agreement
<br /> and will furnish copies of these to Customer upon request. Customer 15. Purchase Orders: Any terms or conditions contained in any
<br /> hereby agrees to comply with all federal and state laws, rules and Purchase Order, Purchase Order Agreement, or other invoice
<br /> regulations applicable to its handling of Regulated Medical Waste and its acknowledgment, Order by Customer or proposed at any time by
<br /> performance under this Agreement, including, without limitation, all Customer in any manner,which vary from,or conflict with the terms and
<br /> applicable record keeping, documentation and manifesting conditions in the Stericycle Mailback Service are deemed to be material
<br /> requirements. Customer acknowledges that Stericycle has advised alterations and are objected to by Stericycle without need of further
<br /> Customer of the Regulated Medical Waste service frequency notice of objection and shall be of no effect nor in any circumstances
<br /> requirements within their state (if applicable), and Customer has binding upon Stericycle unless expressly accepted in writing. If
<br /> determined its desired frequency independent of Stericycle's Customer's standard purchase order form is provided to Stericycle in
<br /> recommendation. Customer hereby agrees to indemnify and hold connection with this Agreement, the terms and conditions for that
<br /> Stericycle harmless for any decisions around service frequency by Purchase Order will be superseded by the provisions of this Agreement
<br /> Customer that do not comply with state regulations. Stericycle and and the use of the purchase order shall be only to facilitate Customer's
<br /> Customer shall keep and retain adequate books and records and other payment of fees to Stericycle. Written acceptance or rejection by
<br /> documentation including personnel records, correspondence, Stericycle of any such terms or conditions shall not constitute an
<br /> instructions, plans, receipts, vouchers, copies of manifests and tracking acceptance of any other additional terms or conditions.
<br /> records consistent with and for the periods required by applicable
<br /> regulations and guidelines pertaining to storage or handling of 16.Waste Brokers: Stericycle reserves the right to deal solely with the
<br /> Regulated Medical Waste and the services to be performed under this Customer and not with any third party agents of the customer for all
<br /> Agreement. purposes relating to this Agreement.Customer represents and warrants
<br /> to Stericycle that it is the medical waste generator and is acting for its
<br /> 7. Excuse of Performance: Stericycle shall not be responsible if its own account and not through a broker or agent. Stericycle shall be
<br /> performance of this Agreement is interrupted or delayed by entitled to terminate this agreement and seek all available legal
<br /> contingencies beyond its control, including, without limitation, acts of remedies,for Customer's breach of this representation and warranty.
<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 /> Adobe Sign Transaction Number:CBJCHBCAABAAjqufiSu6c2-da ECRJf-IhHgelrVmSEng
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