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Docusign Envelope lD: 926EC61 6-7738-4C44-A27D-F89775E931 FA
<br />ll. Govcrninglnrv&DlsprrtcRcsolullory'AgrtenrcnttoAlblhnte/ClnsWoivcn Exoept as
<br />otherwiso set forth herein, this Agroement shall be govemed by and oonstrued itr
<br />accordance with the laws ofthe Stats oflllhois, without regard to tho conflist oflaw
<br />provisions, Any dispute or issue or controversy atising in counection with or relating
<br />io this Agreemont in any way whatsoever or betlveen the parties ("Disputes') that the
<br />partie$ ars unable to resolve infonnally or tltough rnediation or other means shall
<br />iolely and exclusively be resolved by binding and flnal arbitration before the American
<br />Arbiiration Association ('AAA) in arbitration governed by the Federal Arbitration
<br />Act (as the parties acknowledge that the services provided involve interstate
<br />cornmerce) and by rneans of AAA's Commercial Arbitration Rules and Mediation
<br />Procedures (as atnended and e{Ibctive September 1, 2022) (.'AAA's Rules'). To the
<br />extentthat AAA's Rules are subsequently arnended, the parties agree that AAA's Rules
<br />will be utilized as they existed on Septembor l, 2022, trnless the parties agreo
<br />otherwise. Expenses ofthe arbitration (including compensatiotr ofthe arbitrator) shall
<br />at all times be bome equally by the parties, and administrative expenses shall be bome
<br />in the rnarurer spesiffed inRule R-55 of AAA's Rules. The parties wil[, howsver, bear
<br />their owr legal fees, All issues of arbitrability will be deoided exclusively by the
<br />arbitrator.
<br />All Disputes witl bo determined on an individual, non'olass basis, and in noevent shall
<br />olass arbitration be allowed or utilized nor shall the clairns of any othor party be
<br />consolidated with the clairns ofany Customer in any atbihation conducted undsr this
<br />provision. To the extont pennissible under goveming law, Custotnor flrrther agrees to
<br />not participate as a party or absent class member in atry olass action or othsr
<br />represeutative proceeding. The exolusive jurisdiction and forum for resolution of any
<br />Disputo shall be by arbitration, which shall take place in the state whero Customer is
<br />located at tho olosest AAA office.
<br />12. WastcBrnlctc Stericycle rescrves the right to deal solely with tho Customer and
<br />not with any third party agents of ths Customer for all purposes relating to this
<br />Agregment. Customer ropresents and worrants to Stelicycle that itis the waste generator
<br />and is acting for its own accotmt and not through a broker or agent. Stericyclo shall be
<br />entitled to torminate this agreement and seek all available legal rernedies, including but
<br />not litrited to liquidated damages, in the amount s€t forth herein for Customer's breach
<br />of this represontation and warranty.
<br />13. No Flno No Fee. OSHA Guarantso Requlrcrnenb. Wth regard to S'ted'SafeFn
<br />Compliance Sol.rtons, Stericycle will rcimbur8e sny Customer who subscdbes to a
<br />Prefercd or Platlnwn Level Program for any civil penalty or porlion lhereof conlalned ln a
<br />citaton lssued by the U.S. occupafonal Safety and Heafth Administrallon (OSHA) for a
<br />vlo{aton of ths bloodborne pathogens sbndard at 29 C'F.R' S 1S10.1030 or of a state
<br />standad tfrat ls ldentical to lhe fuderal Hoodbome pathogens standard' Stericydes
<br />obllgatlonto rclmbuFeCrFtofiEr rderthbSedionT(b) ls conlingent upon: (1) attheffr'e
<br />tlrai0ustonpr rcceived be citaflon, Custonrer mmt bo subscfbed to a Prefoned or
<br />Platnum Level Pmgram and mrFt not be delinquent on any payments due; (2) fle cjtauon
<br />14. mt^Ft concem CustorneFs acffons or omlsslot during the perlod lhat lhe Customer
<br />!\Es a sub$cdb€r to a Plefell€d or Plallnum Level Prcgram; (3) Customer haviqg fully
<br />follo\ilecl each Bcommendatlon and instuc{ion lndrded ln the Pretsned or Plaflnum level
<br />Program as relaled to compllance wittr lte iloodborne pathaglns slandad (wlmther
<br />expressed oralty by ernployees or agenb of Stericycle or as mt forth ln any Complla.nq
<br />Miterials); 14; the iitatlon rirust not rclate to actions or omlsslons forlvhlch Customer had
<br />prevlousv t*efued a cjtatlon; (S) Custonrer notirying Sterlcycle as soon as posslble aft€r
<br />ieceMrytre citauon and prorirptly providing all lnbmaton and matgrials.requested W
<br />Sterlcycb rehted to such iitadon; (6) allowlng Stedsycle to tully pailldpate ln QnA' uPoI
<br />request, take mntrol of any aspec'ts of) any defense-of the citatrbn ff obtalring Stedcyd$l
<br />pri6r appmval of any seffbment related to the citadon; and (8) Cus-tomer payhg any dvil
<br />ilenatty Uue in a tihety mannet and providlng acceptaHe proof of such payment to
<br />SfenoiCe. sericvcle's nilmbunsemed njsporsinitity S ttmited to ctu1 penalties for adons or
<br />omtssions durirfg- 0re pedod lhat Custornerwas subscdbed lo a Prefened or Platlnum Level
<br />Program. Sterlcycle shallnot have any reimbunemed rc$ponslbllity foi qry dvi penqltls
<br />due-for arry peridd after the date lhal tle citation b rccdved. Cu$torneds frllur€Jo tstfo--
<br />any of its dbiigations in his Secton to Stedcycles satsfac{on shal.absolve Stedoydo of lts
<br />relinbunsement respmshilifles. For purposes of darity' Stedcyde's rehbursement
<br />obllgatlons arc for the appllcaHe cMl penalty only, and Sterlcydo shall notle resporElble
<br />forirrycosts orexpensdd ofany rundltnt Custornermay lncuras a tesult ofrcceMru such
<br />citaton or any adlon taken to bring Customer lnto compliance.
<br />15. Mlscellaneom (a) This Agreemont oonstitutes the entire agreement between the
<br />parties relating to ti\e subject matter of this Agreement and suporsedes any prior
<br />agrements and affangements betw€en the parties, (b) Thlt Agreement may be
<br />m'oditied only by a wiiten arnendment signod by an authorized reprosenhtive of eash
<br />party. (c) This Agreoment shall be binding upon and inuro to Jhe benofft ofthe parties
<br />ite.eto ana *teir r.spective successors and permitted assigns, legal representatives and
<br />heirs; provided, however, that Customer may not assign its rights or delegato its
<br />obligations under this Agr€ement without the prior written.consent ofSterioycle, (d)
<br />Steri-cycle's relationship with Customsr is that of an independent contractor' and
<br />nothirig in this Agreement shall be oonstrued to designate Stericycle as an employee,
<br />agont oJ partner of or a joint vonture with Customer. (e) The failuro of either party to
<br />irisist upon the performince of any provision hereof, or to exercise any right granted
<br />underany proviiion hereof, will not be construed as waivhrg thatprovision or any other
<br />provision, and the provision will continuo in full force and e{fect, All waivers must be
<br />in writiugand signitl by the party waiving its rights. (f) No term or condition contained
<br />in a Customor purchase order, itrvoice asknowledgment, or any other document from
<br />Customer shafbebhdingupon Stericycle unless agreed to by Sterioycle inwriting, (g)
<br />Each provision ofthis Agreement must be interpreted in a way that is valid under
<br />appticable law If any provision is held invalid, the rest ofthe Agreement will remain
<br />in'flrll forco and effect. (h) Stericycle will perfonn the Services in a professional,
<br />workmanlike mauner, consistont with applicable industry standards. In tho ovent that
<br />tho Services do not conform to this warranty and Customer notifies Stericyolo of such
<br />within ten (10) business days of recoipt of non-conforming Services, Stericycle's
<br />exclnsive obligation (and Customer's exclusive remedy) will be for Stericyclo to re-
<br />perform such Services at no additional cost to Customer. EXCEPT FOR THE
<br />i'onnconqc, srERIcycLE MAKES No orHER RBPRESENTATIoNS oR
<br />WARRANTIES, EXPRESS OR MPLIED, EITHER IN FACT OR BY OPERATION
<br />OF LAW,BY STATUTE OROTHERWISE, AND STERICYCLE SPECIFICALLY
<br />DISCLAMS ANY OTHERWARRANTIES, WHET}IER WRITTEN OR OML' OR
<br />EXPRESS OR IMPLIED, TNCLUDING ANY WARRANTY OF QUALITY,
<br />MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE
<br />OR ANY WARRANTY AS TO THE SERVICES OR STERICYCLE'S
<br />PF,RFORMANCE HEREIN.
<br />2024_Slngleslte Sq-V. 72-3,L2'24:ales
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