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ARTICLE V - FORCE MAJEURE
<br />Except for the obligation to pay forservices rendered, neither panty hereto shall be liable for its failure to perform hereunder, in whole or in part, due tcyeontingencfes
<br />beyond its reasonable control, including, but not limited to, strikes, riots, war, fire, acts of God, injunction, compliance with any law, regulation,
<br />guideline or order of any governmental body or any instrumentality thereof', whether now existing or hereafter created.
<br />ARTICLE VI - ASSIGNMENT
<br />This Agreement is assignable with the written consent of both parties and shall be binding upon and inure to the benefit ofthe parties hereto anti their respective
<br />successors and assigns. Such consent shall not be unreasonably withheld, nor required in the event ofassignment by operation of law, nor required in the event of an
<br />assignment to an affiliate of Contractor. t
<br />ARTICLE VIi - SAVINGS CLAUSE
<br />In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such
<br />in6alidity, illegality -or unenforceability shall not affect any other provisions of this Agreement; this Agreement shall be construed as if such invalid, illegal or
<br />unenforceable provision bad nevter,been contained. herein, unless such finding shall impair the rights or obligations of Contractor hereunder, in which event, at
<br />Contractor's option, this Agreement may be terminated.'
<br />ARTICLE Vi11 - INSURANCE
<br />Contractor and Customer shall procure and maintain the following insurance coverages and limits for the duration and purpose of this Agreement: Workers'
<br />Compensation - Statutory; Employers' Liability - 5100,000 each occurrence; Comprehensive General Liability (including Contractual liability) - $1,(100,(100
<br />each occurrence combined single limit; Comprehensive Automobile Liability (Contractor only) - 51,000,000 each occurrence combined single limit. l'o the extent
<br />permitted by law, the above insurance requirements may be met, in whole or in part, by a plan of self insurance.
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<br />Contractor and Customer agree to furnish the other, upon request, certificates of insurance attesting to the insurance coverages.and limits above. Each such
<br />certificate shall contain a statement requiring the insurer to notify the certificate holder at least thirty (30) days prior'to`cancellation of any policy covered
<br />thereunier. .'� 1 t _. ,
<br />ARTICLE IX - TERM, SUSPENSION AND TERMINATION{
<br />The initial tertt) of this, Agreement shall be one (1) year from the date hereof ant1shall continue thereafter for successive one (I) year periods without further action
<br />by the parties, unless or until terminated as hereinafter provided. Contractorand Customer shall have the righttoterminate this Agreement as ofthe end ofthe initial
<br />or any successive one (1),year term upon sixty (60) days prior written notice to the other.
<br />In the event Customer terminates services hereunder or this Agreement prior to expiration ofthe term hereofor fails to perforin in accordance with any provision of
<br />this Agreement, Contractor shall have, without limitation, all rights and remedies provider! It law or in equity, as well as the foflowing:
<br />A. Contractor may terminate this Agreement and recover, as liquidated damages, a 'sum equal to the product of Customer's then current monthly charget
<br />multiplied by six (6); or
<br />B. Contractor may suspend this Agreement until all defaults are cured by Customer, recover any damages sustained thereby, and, upon the curing ofall defaults
<br />by Customer, reinstitute service pursuant to this Agreement for the remainder ofthe term and charge the recommencement charge as provided for in Article
<br />IV. Under such circumstances, the term shall not be extended for the period of such suspension.
<br />In addition, in the event Customer fails to pay Contractor any amounts due hereunder, or otherwise fails to perform this Agreement, and Contractor refers such
<br />matter to an attorney, Customer agrees to pay, in addition to other amounts adjudged due, any and all costs incurred by Contractor as a result of such action,
<br />including costs of court and, to the extent permitted by law, reasonable attorneys' fees.
<br />The provisions of Articles 11, X and 'XI shall survive the termination of this Agreement without regard to the reason fortermi nation. Such termination shall not after
<br />or affect the continuing rights and obligations of the parties created by those Articles.
<br />ARTICLE X -INDEMNITY
<br />Contractor will indemnify and hold Customer harmless from any and all loss, damages, suits, penalties, costs, liabilities and expenses (including, but not limited to,
<br />reasonable investigation and legal expenses) arising out of any claim for loss or damage to properly, including Customers's property ani) injuries to'or death of
<br />persons, including Customer's employees, caused by or resulting from Contractor's negligence or willful misconduct or Contractor's breach of this Agreement. The
<br />foregoing indemnity from Contractor in favor of Customer under this Article X shall be inapplicable to the extent that the loss, damages, "suits, penalties, costs,
<br />liabilities and/or expenses result from the Customer's provision to Contractor of waste other than biomedical waste. In �ny instance in which Customer claims
<br />indemnity under this Article X, Contractor shall have the right, but not the duty, to defend Customer in ( and control the defense of) any litigation arising out ofthe
<br />occurrence from which Customer claims that Conti -actor's indemnity obligation exists.
<br />Customer hereby agrees to indemnify and hold Contractor harmless from any and all loss, damages, suits, penalties, costs, liabilities and expenses ( including, but
<br />not limited to, reasonable investigation and legal expenses) arisingout of any claim for loss of ordamage to property, including Contractor's property, and injuries to
<br />or death of persons, including Contractor's employees, (i) caused by or resulting from Customer's negligence or willful misconduct; or (ii) caused by or resulting
<br />from Customer's provision to Contractor of waste other than biomedical waste or any other breach of this Agreement by Customer.
<br />With respect to any claim for inderrinification, the party claiming a right to indemnity shall (i) give written notice thereof within a reasonable period following the'
<br />event or occurrence as to which the right to indemnification is or may be asserted and (it) allow the other party (including its employees, agents and counsel)
<br />reasonable access to any of its employees, property and records for the purpose of conducting an investigation of such claim and for the purpose of obtaining
<br />statements, photographs, and chemical analyses and taking such other steps as may be necessary to preserve evidence ofthe occurrence on which the claim is based.
<br />If the party claiming a right to indemnity denies the other party reasonable access as set forth above, the party claiming a right to indemnity shall assume sole
<br />responsiblity for the claim for whi h indemnification is sought and shall not he entitled to indemnity.
<br />ARTICLE XI - COMPLIANCE WITH LAW AND RECORD KEEPING
<br />In the performance of all services to be provided hereunder, Contractor and Customer agree to comply with all applicable permits, all applicable federal, state,
<br />county and municipal laws and ordinances and all lawful orders, rules, regulations and guidelines of any duly constituted authority, including but not limited to.
<br />social security and income tax withholding laws, unemployment compensation laws, environment, safety and health laws.
<br />Conti -actor has obtained all necessary permits, licenses and other forms of documentation required to perform services hereunder and, upon request of Customer.
<br />Contractor shall furnish copies thereof to Customer.
<br />Contractor and Customer shall keep and retain adequate books and records and other documentation including personnel records, correspondence, instructions,
<br />plans, receipts, vouchers, copies of all manifests and any other records or reports or memoranda, consistent with and for the periods required by applicable
<br />regulatory requirements and guidelines pertaining to performance ofthe services required by this Agreement.
<br />ARTICLE XII - NOTICES
<br />Except as otherwise provided in Article iII, all notices required or desired to be given hereunder shall he given in writing to (lie parties at their respective addresses
<br />shown above.
<br />ARTICLE XIII - INDEPENDENT CONTRACTOR
<br />Contractor's relationship with Customer under this Agreement shall be that of independent contractor. Contractor is to exercise its own discretion on the method
<br />and manner of performing its duties, and Customer will not exercise control over Contractor or its employees except insofar as may be reasonably necessary to
<br />ensure performance and compliance with this Agreement. The employees, methods, equipment and facilities used by Contractor shall at all times be under its:
<br />exclusive direction and control. Nothing in this Agreement shall be construed to designate Contractor, or any of its employees, as employees, agents, joint venturers"
<br />or partners of Customer.
<br />ARTICLE XIV - AMENDMENT AND WAIVER
<br />Except as otherwise provided in Article i1I, th.s Agreement may be amended from time to time only by an instrument in writing signed by the parties to this
<br />Agreement at the time ofsuch amendment. No provision of this Agreement can be waived except by a written instrument signed by the party waiving such provision,
<br />nor shall failure to object to any breach of a provision of this Agreement waive the right to object to a subsequent breach of the same or any other provision.
<br />ARTICLE XV - ENTIRE AGREEMENT
<br />This Agreement (including any atta"chme'nts, exhibits, and amendments hereto) constitutes the entire understanding between the parties hereto, and cancels and'
<br />supersedes all prior negotiations, representations, understandings and agreements, either written or oral, with respect to the subject matter. hereof. No changes;'
<br />alterations or modifications to this, Agreement will be effective unless in writing and signed by the parties hereto except as provided in Article Ill.
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