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F. CuStui,lzi 5riail take Necessary measures iU Nr2vent the p,w_cmenl in any bin or console, if consldertd to be
<br />hazardous, corrosive, toxic or dangerous or which is regulated under any federal or state law or regulation relating to
<br />hazardous materials or toxic substances In the event of the accidental or negligent custodial transfer of hazardous or regulated
<br />materials (including bio -hazardous materials) from Customer to Provider, Customer agrees to arrange to appropriately, safely
<br />and legally assume custody of such materials and properly dispose of same, at Customer's sole expense and to indemnify
<br />Provider from any property damage or personal injury resulting from such transfer of material
<br />3. Hold Harmless/Indemnification:
<br />A. Trilogy Medwaste will indemnify and hold harmless the Customer, its agents and employees from the liability, claims, actions
<br />and costs arising from wrongful acts of omissions of Trilogy Medwaste, its agents, servants, employees and subcontractors,
<br />including the cost of defense and attorney's fees
<br />B. The Customer will indemnify and hold harmless Trilogy Medwaste, its agents and employees from all liability, claims, actions,
<br />and costs arising from wrongful acts or omissions of the Customer, its agents, servants, employees or subcontractors, including
<br />the cost of defense and attorney's fees.
<br />4. Termination: Either parry may initiate termination of the Service Agreement for cause writ) a thirty- (30) clay written notice to the
<br />other party by U S certified mad, return receipt requested Such notification shall state, with specificity, the cause for proposed
<br />termination and give the other party a reasonable period of thirty- (30) days in which to satisfactorily cure the cause, in the absence
<br />of suchcure to the satisfaction of the notifying party, however, termination well occur within the timetable set forth in the notification
<br />In the absence of prior written notice from either party to the contrary, this Service Agreement shall continue without interruption If
<br />Customer breaches this Agreement by terminating Trilogy's collections prior to the expiration of its Term or in any other way violates
<br />this Agreement in such a way that Trilogy's continued performance is tendered impossible or commercially impracticable, then
<br />Trilogy shall be entitled to collect from Customer an amount in liquidated damages equal to 25% of Customer's average charge on a
<br />monthly basis based on the 12 months' billings prior to the cessation of collections (or based on any lesser period if the contract
<br />began less than twelve months earlier) times the number of months, including prorated partial months, remaining until the
<br />expiration date of the Term or Extension Term .
<br />5. Adjustments: Because disposal, fuel, and other costs constitute a significant portion of the cost of Trilogy Medwaste's service,
<br />customer agrees that Trilogy Medwaste may increase the rate proportionally to adjust for any increase in such costs or any increases
<br />in transportation costs Customer agrees that Trilogy Medwaste may also increase from time to time to ad)ust for increases in the
<br />Consumer Price Index CPI), and the Customer agrees that Trilogy Medwaste may also pass through to Customer any increases in
<br />taxes, fees, or other governmental charges assessed against or passed through to Trilogy Medwaste (other than income or property taxes)
<br />6. Service Changes: Changes to the type, size and frequency of service and corresponding adjustments to the rates, maybe made
<br />by the mutual agreement of parties, without affecting the validity of this agreement The CustorT*r vwll incur a "No Waste Stop
<br />charge" (minimum of thirty-five dollars depending on frequency, amount, and location) in the event that no waste is picked up by
<br />Trilogy Medwaste during scheduled service The " fib Waste Stop Charge" applies if scheduled service is NOT cancelled by the
<br />Customer a minimum of 48 hours in advance. if Customer changes its Service Address during the Term, this Agreement shall remain
<br />valid and enforceable with respect to Services rendered at Custorner's new service location if such location is within Company's service
<br />area.
<br />7. Payment Terms: All monthly charges are due and payable within thirty (30) days of the date of invoice. Customer agrees to pay a late fee
<br />equal to the greater of Five Dollars ($5.00) or Ten Percent (io%) of the amount past due. In addition, Trilogy may charge interest on any
<br />amount past due at the rate of the lesser of one and one-half percent per month or the highest rate allowed by applicable law for each
<br />month or portion thereof during which such amount remains unpaid Should any portion of any account remain unpaid for more than sixty
<br />(ho) days from the date of the invoice, Trilogy shall have theoption, without notice to Customer, to suspend all services under this Agreement
<br />until such time as all outstanding and unpaid charges, including any payment not yet due, are paid in full.
<br />8. Entire Agreement: This Agreement embodies the whole agreement of the parties including Trilogy Medwaste off-site services There are no
<br />promises, terms, conditions or obligations other than those contained herein This agreement shall supersede all previous communication,
<br />representatives or agreements, either oral or written, between parties hereto
<br />9. Governing Law: This agreement shall be governed by the State and County, or Parish of the Contractor Facility without regard to Conflict
<br />of Laws provisions
<br />10. Binding Arbitration: Disputes arising under this Agreement, which cannot be resolved by and between the parties, shall be submitted to
<br />binding arbitration in the State and County, or Parish of the Contractor Facility as listed on the "Agreement Parties" page, and arbitrated in
<br />accordance with the rules of the American Arbitration Association
<br />11. Assignment: Trilogy Medwaste may assign any or all of its rights and duties under this Agreement at any time without theCustomer's
<br />consent The Customer may not assign its rights or duties under this Agreement without the prior written
<br />consent of Trilogy Medwaste
<br />12. Notices: All notices are required to be given under this Agreement shall be in writing and shall be deemed to have been duly given when
<br />delivered in person, transmitted by tele copier or mailed by certified first class snail, postage prepaid, and return receipt request, to the
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