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applicable state law,and to otherwise comply with all federal and state laws,rules and regulations applicable to its performance hereunder.As of the date of this
<br /> Agreement,Stericycle has all necessary permits,licenses,zoning and other federal,state or local authorizations required to perform the services under this Agreement
<br /> and will furnish copies of these to Customer upon request.Customer hereby agrees to comply with all federal and state laws,rules and regulations applicable to its
<br /> handlingof Regulated Medical Waste and its
<br /> gu performance under this Agreement,including,without limitation,all applicable record keeping,documentation and
<br /> manifesting requirements.Customer acknowledges that Stericycle has advised Customer of the Regulated Medical Waste service frequency requirements within their
<br /> state(if applicable),and Customer has determined its desired frequency independent of Stericycle's recommendation.Customer hereby agrees to indemnify and hold
<br /> Stericycle harmless for any decisions around service frequency by Customer that do not comply with state regulations.Stericycle and Customer shall keep and retain
<br /> adequate books and records and other documentation including personnel records,correspondence,instructions,plans,receipts,vouchers,copies of manifests and
<br /> tracking records consistent with and for the periods required by applicable regulations and guidelines pertaining to storage or handling of Regulated Medical Waste
<br /> and the services to be performed under this Agreement.
<br /> 9.Exclusivity:Customer agrees to use no other Regulated Medical Waste disposal service or method during the Term of this Agreement and any Extension Terms.
<br /> i 10.Excuse of Performance:Stericycle shall not be responsible if its performance of this Agreement is interrupted or delayed by contingencies beyond its control,
<br /> including,without limitation,acts of God,war,blockades,riots,explosion,strikes,lockouts or other labor or industrial disturbances,fires,accidents to equipment,
<br /> injunctions or compliance with laws,regulations,guidelines or orders of any governmental body or instrumentality thereof(whether now existing or hereafter created).
<br /> 11.Independent Contractor:Stericycle's relationship with Customer pursuant hereto is that of an independent contractor,and nothing in this Agreement shall be
<br /> construed to designate Stericycle as an employee,agent or partner of or a joint venture with Customer.
<br /> 12.Amendment and Waiver:Changes in the types,size and amount of equipment or the frequency of service may be mutually agreed to orally or in writing by the
<br /> parties,without affecting the validity of this Agreement.Consent to oral changes shall be evidenced by the practices and actions of the parties.All other amendments
<br /> to this Agreement(other than as provided in 2(b))shall be effected only by a written instrument executed by the parties.No waiver shall be effective unless submitted
<br /> in writing by the party granting such waiver.No waiver of any provision of this Agreement shall 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 waiver of any other breach or later instances of the same duty.
<br /> 13.Savings Clause: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
<br /> respect,such invalidity,illegality or unenforceability shall not effect any other provisions of this Agreement;this Agreement shall be construed as if such invalid,
<br /> illegal or unenforceable provision had never been contained herein,unless such funding shall impair the rights or increase the obligations of Stericycle hereunder,in
<br /> which event,at Stericycle's option,this Agreement may be terminated.
<br /> 14.Entire Agreement:This Agreement(including any attachments,exhibits and amendments made in accordance with Paragraph 12)constitutes the entire
<br /> understanding and agreement of the parties and cancels and supersedes all prior negotiations,representations,understandings or agreements,whether written or oral,
<br /> with respect to the subject matter of this Agreement.This Agreement shall be binding upon and shall inure to the benefit of the successors,assigns legal
<br /> representatives and heirs of the parties hereto provided,however,that Customer may not assign its rights or delegate its obligations under this Agreement without the
<br /> prior written consent of Stericycle,which consent of Stericycle may not unreasonably withhold.
<br /> IS.Governing Law:This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without regard to the conflicts of laws or
<br /> rules of any jurisdiction.
<br /> 16.Notices:All required notices,,or those which the parties may desire to give under this Agreement shall be in writing and sent to the parties'addresses set forth
<br /> above.
<br /> 17.Originals:A copy or facsimile of this Agreement shall be as effective as an original.
<br /> 18.Purchase Orders:Any terms or conditions contained in any Purchase Order,Purchase Order Agreement,or other invoice acknowledgment,Order by Customer or
<br /> proposed at any time by Customer in any manner,which vary from,or conflict with the terms and conditions in the Stericycle Service Agreement are deemed to be
<br /> material alterations and are objected to by Stericycle without need of further notice of objection and shall be of no effect nor in any circumstances binding upon
<br /> Stericycle unless expressly accepted in writing.If Customer's standard purchase order form is provided to Stericycle in connection with this Agreement,the terms and
<br /> conditions for that Purchase Order will be superseded by the provisions of this Agreement 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 Stericycle of any such terms or conditions shall not constitute an acceptance of any other additional
<br /> terms or conditions.
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