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<br />8.2 PaintCare may, audit and inspect, with full access, the Service Provider’s Drop-Off Sites
<br />during the Drop-Off Sites’ hours of operation, as well as any other site at which the
<br />Service Provider performs the Services. PaintCare will provide the Service Provider with
<br />at least seventy-two (72) hours’ notice before any such audit or inspection.
<br />8.3 The Service Provider will maintain and make available to PaintCare, during regular
<br />business hours, accurate books and accounting records relating to its Services under
<br />this Agreement. The Service Provider will permit PaintCare to audit, examine, and make
<br />excerpts and transcripts, for any books or records, and to make audits of invoices,
<br />materials, and other data related to all other matters covered by this Agreement. The
<br />Service Provider shall maintain such data and records (and ensure that any
<br />subcontractors of the Service Provider maintain any such data and records) in an
<br />accessible location and condition for a period of not less than three (3) years from the
<br />date of the final report or final payment under this Agreement, as applicable, or until after
<br />final audit has been resolved, whichever is later.
<br />8.4 In addition to those reports detailed in Attachment A (“Scope of Work”), the Service
<br />Provider shall maintain the following records:
<br />a. for each pick-up of PaintCare Products by a Hauler from a Drop-Off Site, a bill of
<br />lading, manifest, or equivalent shipping documentation specifying the following:
<br />i. the name, address, and telephone number of both the originating Drop-
<br />Off Site and the Hauler;
<br />ii. the destination of the PaintCare Products;
<br />iii. the quantity of PaintCare Products being transported;
<br />iv. the date on which the Hauler accepted the PaintCare Products from the
<br />originating location; and,
<br />v. the signatures of both the Hauler and a representative of the originating
<br />Drop-Off Site;
<br />b. records of any inspections required by Law;
<br />c. Paint Drop-Off Logs; and
<br />d. Employee Training records, as described in and required by the Program
<br />Guidelines.
<br />ARTICLE 9 – INDEMNIFICATION
<br />9.1 The Service Provider’s Indemnification of PaintCare. To the extent permitted by
<br />Law, the Service Provider, its successors and assigns, agrees to indemnify, defend, and
<br />hold harmless PaintCare, its affiliate and related companies, and their member
<br />companies, officers, directors, employees, agents, successors, and assigns
<br />(collectively, “Indemnified Parties”) from and against all claims, suits, demands,
<br />obligations, losses, damages (including punitive or exemplary damages), liabilities,
<br />expenses (including attorney fees, litigation expenses, and reasonable costs of
<br />investigation), and causes of action of every kind whatsoever, whether based in
<br />contract, tort, statute, common law, or strict liability, which are claimed in any way to
<br />result from, arise out of, or be connected with the performance of the Services (whether
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