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Provided,however,that Stericycle's obligation to indemnify Customer 11.Independent Contractor: Stericycle's 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 party 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.
<br /> Materials") it provides these materials subject to a limited license to 13. Savings Clause: in case any one or more of the provisions
<br /> Customer to use the Compliance Materials for Customer's own, contained in this Agreement shall, for any reason, be held to be
<br /> non-commercial use. Stericycle may revoke this license at its invalid,illegal or unenforceable in any respect,such invalidity,illegality
<br /> discretion at any time.Customer may not copy or distribute the or unenforceability shall not effect any other provisions of this
<br /> Compliance Materials in any manner, not use or republish the Agreement;this Agreement shall be construed as if such invalid,illegal
<br /> Compliance Materials for or to any third party or audience, including or unenforceable provision had never been contained herein, unless
<br /> but not limited to business/trade groups or associations,chambers of such finding shall impair the rights or increase the obligations of
<br /> commerce, professional, fraternal or educational associations or Stericycle hereunder, in which event, at Stericycles option, this
<br /> reciprocating or cooperating service providers. Customer Agreement may be terminated.
<br /> acknowledges the prejudice that it causes to Stericycle by its violation 14. Entire Agreement: This Agreement (including any attachments,
<br /> of the foregoing terms as well as the difficulty in calculating economic exhibits and amendments made in accordance with Paragraph 12)
<br /> damage to Stericycle as a result thereof and therefore agrees to pay to constitutes the entire understanding and agreement of the parties and
<br /> Stericycle the sum of$5000.00 for each such violation of those terms. cancels and supersedes all prior negotiations, representations,
<br /> Customer agrees to return all Compliance Materials to Stericycle at understandings or agreements,whether written or oral,with respect to
<br /> Customer's expense at the expiration or termination of this the subject matter of this Agreement.This Agreement shall be binding
<br /> Agreement.Stericycle may charge Customer a fee for failure to return upon and shall inure to the benefit of the successors, assigns legal
<br /> Compliance Materials at the expiration of the Term or a restocking fee representatives and heirs of the parties hereto provided,however,that
<br /> for return of materials prior to the expiration of the Term. FOR Customer may not assign its rights or delegate its obligations under
<br /> PREFERRED PROGRAM CUSTOMERS ONLY: Stericycles OSHA this Agreement without the prior written consent of Stericycle,which
<br /> Compliance Program includes: one annual on-site mock OSHA consent of Stericycle may not unreasonably withhold.
<br /> evaluation and one annual bloodborne pathogens training at a single 15. Governing Law: This Agreement shall be governed by and
<br /> Customer building for each site location where Regulated Medical construed in accordance with the laws of the State of Illinois without
<br /> Waste Services are provided. regard to the conflicts of laws or rules of any jurisdiction.
<br /> 16. Notices: All required notices, or those which the parties may
<br /> 8.Compliance with Laws:Stericycle hereby agrees to carry General desire to give under this Agreement shall be in writing and sent to the
<br /> Liability, Automobile Liability, and Workmen's Compensation parties addresses set forth above.
<br /> Insurance as required by applicable state law,and to otherwise comply 17. Originals: A copy or facsimile of this Agreement shall be as
<br /> with all federal and state laws, rules and regulations applicable to its effective as an original.
<br /> performance hereunder.As of the date of this Agreement, Stericycle 18. Purchase Orders: Any terms or conditions contained in any
<br /> has all necessary permits,licenses,zoning and other federal,state or Purchase Order, Purchase Order Agreement, or other invoice
<br /> local authorizations required to perform the services under this acknowledgment, Order by Customer or proposed at any time by
<br /> Agreement and will furnish copies of these to Customer upon request. Customer in any manner,which vary from, or conflict with the terms
<br /> Customer hereby agrees to comply with all federal and state laws, and conditions in the Stericycle Service Agreement are deemed to be
<br /> rules and regulations applicable to its handling of Regulated Medical material alterations and are objected to by Stericycle without need of
<br /> Waste and its performance under this Agreement, including, without further notice of objection and shall be of no effect nor in any
<br /> limitation, all applicable record keeping, documentation and circumstances binding upon Stericycle unless expressly accepted in
<br /> manifesting requirements.Customer acknowledges that Stericycle has writing. If Customer's standard purchase order form is provided to
<br /> advised Customer of the Regulated Medical Waste service frequency Stericycle in connection with this Agreement,the terms and conditions
<br /> requirements within their state (if applicable), and Customer has for that Purchase Order will be superseded by the provisions of this
<br /> determined its desired frequency independent of Stericycle's Agreement and the use of the purchase order shall be only to facilitate
<br /> recommendation. Customer hereby agrees to indemnify and hold Customers payment of fees to Stericycle. Written acceptance or
<br /> Stericycle harmless for any decisions around service frequency by rejection by Stericycle of any such terms or conditions shall not
<br /> Customer that do not comply with state regulations. Stericycle and constitute an acceptance of any other additional terms or conditions.
<br /> Customer shall keep and retain adequate books and records and other 19.Waste Brokers: Stericycle reserves the right to deal solely with
<br /> documentation including personnel records, correspondence, the Customer and not with any third party agents of the customer for
<br /> instructions, plans, receipts, vouchers, copies of manifests and all purposes relating to this Agreement. Customer represents and
<br /> tracking records consistent with and for the periods required by warrants to Stericycle that it is the medical waste generator and is
<br /> applicable regulations and guidelines pertaining to storage or handling acting for its own account and not through a broker or agent.Stericycle
<br /> of Regulated Medical Waste and the services to be performed under shall be entitled to terminate this agreement and seek all available
<br /> this Agreement. legal remedies,including but not limited to liquidated damages,in the
<br /> 9. Exclusivity:Customer agrees to use no other Regulated Medical amount set forth herein for Customer's breach of this representation
<br /> Waste disposal service or method during the Term of this Agreement and warranty.
<br /> and any Extension Terms.
<br /> 10. Excuse of Perform ance: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, strikes, lockouts or other labor
<br /> or industrial disturbances,fires,accidents to equipment,injunctions or
<br /> compliance with laws, regulations, guidelines or orders of any
<br /> governmental body or instrumentality thereof(whether now existing or
<br /> Melissa Santos Dean Zerby
<br /> E-signed 2015-06-02 03:36PM PDT E-signed 2015-06-02 05:37PM CDT
<br /> canvas_tat2@sbcgloba1.net dzerby@stericycle.com
<br /> owner HCC
<br /> Document Integrity Verified Adobe Document Cloud Transaction Number:XZ6CHSHE6D43L56 EJ
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