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Provided,however,that Stericycle's obligation to indemnify Customer 11.Independent Contractor:Stericycles relationship with Customer
<br /> under this sub-Paragraph(b)is contingent upon(1)Customer having pursuant hereto is that of an independent contractor,and nothing in
<br /> followed or following each recommendation and instruction included in this Agreement shall be construed to designate Stericycle as an
<br /> the Preferred Program(whether expressed verbally by employees or employee,agent or partner of or a joint venture with Customer.
<br /> agents of Stericycle or as set forth in any written or electronic 12.Amendment and Waiver:Changes in the types,size and amount
<br /> materials)and (2)Customer notifying Stericycle as soon as possible of equipment or the frequency of service,may be mutually agreed to
<br /> after it learns that it will be the subject of an OSHA inspection,and orally or in writing by the parties,without affecting the validity of this
<br /> shall allow employees or agents of Stericycle to attend the inspection Agreement. Consent to. oral changes shall be evidenced by the
<br /> and to defend the Customers blood-borne pathogen and medical practices and actions of the parties. All other amendments to this
<br /> waste management practices during the inspection.Customers failure Agreement(other than as provided in 2(b))shall be effected only by a
<br /> to perform any of its obligations under this sub-Paragraph (b) to written instrument executed by the parties.No waiver shall be effective
<br /> Stericycle's satisfaction shall absolve Stericycle of its indemnification unless submitted in writing by the parry granting such waiver. No
<br /> responsibilities under this sub-Paragraph(b).This sub-Paragraph(b) waiver of any provision of this Agreement shall be deemed a waiver of
<br /> applies only to the Preferred Level Program. any other provision of this Agreement and no waiver of any breach or
<br /> 7. Compliance Materials: To the extent that Stericycle provides duty under this Agreement shall be deemed a waiver of any other
<br /> Customer with any electronic or printed materials(the"Compliance breach or later instances of the same duty.All other amendments to
<br /> Materials") it provides these materials subject to a limited license to this Agreement(other than as provided in 2(b))shall be effected only
<br /> Customer to use the Compliance Materials for Customer's own, by a written instrument executed by the parties. No waiver shall be
<br /> non-commercial use. Stericycle may revoke this license at its effective unless submitted in writing by the party granting such
<br /> discretion at any time.Customer may not copy or distribute the waiver.No waiver of any provision of this Agreement shall be deemed
<br /> Compliance Materials in any manner, not use or republish the a waiver of any other provision of this Agreement and no waiver of any
<br /> Compliance Materials for or to any third party or audience,including breach or duty under this Agreement shall be deemed a waiver of any
<br /> but not limited to business/trade groups or associations,chambers of other breach or later instances of the same duty.
<br /> commerce, professional, fraternal or educational associations or 13. Savings Clause: In case any one or more of the provisions
<br /> reciprocating or cooperating service providers. Customer contained in this Agreement shall, for any reason, be held to be
<br /> acknowledges the prejudice that It causes to Stericycle by its violation invalid,illegal or unenforceable in any respect,such invalidity,illegality
<br /> of the foregoing terms as well as the difficulty in calculating economic or unenforceability shall not effect any other provisions of this
<br /> damage to Stericycle as a result thereof and therefore agrees to pay to Agreement;this Agreement shall be construed as if such invalid,illegal
<br /> Stericycle the sum of$5000.00 for each such violation of those terms. or unenforceable provision had never been contained herein, unless
<br /> Customer agrees to return all Compliance Materials to Stericycle at such finding shall impair the rights or increase the obligations of
<br /> Customer's expense at the expiration or termination of this Agreement. Stericycle hereunder, in which event, at Stericycle's option, this
<br /> Stericycle may charge Customer a fee for failure to return Compliance Agreement may be terminated.
<br /> Materials at the expiration of the Term or a restocking fee for return of U. Entire Agreement: This Agreement(including any attachments,
<br /> materials prior to the expiration of the Term. FOR PREFERRED exhibits and amendments made in accordance with Paragraph 12)
<br /> PROGRAM CUSTOMERS ONLY: Stericycles OSHA Compliance constitutes the entire understanding and agreement of the parties and
<br /> Program includes:one annual on-site mock OSHA evaluation and one cancels and supersedes all prior negotiations, representations,
<br /> annual bloodborne pathogens training at a single Customer building understandings or agreements,whether written or oral,with respect to
<br /> for each site location where Regulated Medical Waste Services are the subject matter of this Agreement.This Agreement shall be binding
<br /> provided. upon and shall inure to the benefit of the successors, assigns legal
<br /> 8.Compliance with Laws:Stericycle hereby agrees to carry General representatives and heirs of the parties hereto provided,however,that
<br /> Liability, Automobile Liability, and Workmen's Compensation Customer may not assign its rights or delegate its obligations under
<br /> Insurance as required by applicable state law,and to otherwise comply this Agreement without the prior written consent of Stericycle,which
<br /> with all federal and state laws,rules and regulations applicable to its consent of Stericycle may not unreasonably withhold.
<br /> performance hereunder.As of the date of this Agreement,Stericycle 15. Governing Law: This Agreement shall be governed by and
<br /> has all necessary permits,licenses,zoning and other federal,state or construed in accordance with the laws of the State of Illinois without
<br /> local authorizations required to perform the services under this regard to the conflicts of laws or rules of any jurisdiction.
<br /> Agreement and will furnish copies of these to Customer upon request. 16. Notices: All required notices, or those which the parties may
<br /> Customer hereby agrees to comply with all federal and state laws, desire to give under this Agreement shall be in writing and sent to the
<br /> rules and regulations applicable to its handling of Regulated Medical parties'addresses set forth above.
<br /> Waste and its performance under this Agreement, including,without 17. Originals: A copy or facsimile of this Agreement shall be as
<br /> limitation, all applicable record keeping, documentation and effective as an original.
<br /> manifesting requirements.Customer acknowledges that Stericycle has 18. Purchase Orders: Any terms or conditions contained in any
<br /> advised Customer of the Regulated Medical Waste service frequency Purchase Order, Purchase Order Agreement, or other invoice
<br /> requirements within their state (if applicable), and Customer has acknowledgment, Order by Customer or proposed at any time by
<br /> determined its desired frequency independent of Stericycle's Customer in any manner,which vary from,or conflict with the terms
<br /> recommendation. Customer hereby agrees to indemnify and hold and conditions in the Stericycle Service Agreement are deemed to be
<br /> Stericycle harmless for any decisions around service frequency by material alterations and are objected to by Stericycle without need of
<br /> Customer that do not comply with state regulations. Stericycle and further notice of objection and shall be of no effect nor in any
<br /> Customer shall keep and retain adequate books and records and other circumstances binding upon Stericycle unless expressly accepted in
<br /> documentation including personnel records, correspondence, writing. If Customers standard purchase order form is provided to
<br /> instructions, plans, receipts, vouchers, copies of manifests and Stericycle in connection with this Agreement,the terms and conditions
<br /> tracking records consistent with and for the periods required by for that Purchase Order will be superseded by the provisions of this
<br /> applicable regulations and guidelines pertaining to storage or handling Agreement and the use of the purchase order shall be only to facilitate
<br /> of Regulated Medical Waste and the services to be performed under Customer's payment of fees to Stericycle. Written acceptance or
<br /> this Agreement. rejection by Stericycle of any such terms or conditions shall not
<br /> 9. Exclusivity:Customer agrees to use no other Regulated Medical constitute an acceptance of any other additional terms or conditions.
<br /> Waste disposal service or method during the Term of this Agreement 19.Waste Brokers: Stericycle reserves the right to deal solely with
<br /> and any Extension Terms. the Customer and not with any third party agents of the customer for
<br /> 10.Excuse of Performance:Stericycle shall not be responsible if its all purposes relating to this Agreement. Customer represents and
<br /> performance of this Agreement is interrupted or delayed by warrants to Stericycle that it is the medical waste generator and is
<br /> contingencies beyond its control,including,without limitation,acts of acting for its own account and not through a broker or agent.Stericycle
<br /> God,war, blockades, riots,explosion,strikes,lockouts or other labor shall be entitled to terminate this agreement and seek all available
<br /> or industrial disturbances,fires,accidents to equipment,injunctions or legal remedies,including but not limited to liquidated damages,in the
<br /> compliance with laws, regulations, guidelines or orders of any amount set forth herein for Customer's breach of this representation
<br /> governmental body or instrumentality thereof(whether now existing or and warranty.
<br /> hereafter created).
<br /> Document Integrity Verified EchoSign Transaction Number.QSCVYA4U5R2H3H
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