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Terms and Conditions Subhauler Agreement
Subhauler Terms and Conditions
1. Engagement/Services. Trilogy hereby engages Subhauler, and Subhauler hereby accepts such engagement, to provide medical waste collection, transportation, treatment (if applicable) and disposal services (the “Services”) to the Trilogy customers (“Customers”) set forth on page 1 of this Agreement or Attachment A hereto, by this reference incorporated herein. Attachment A shall include the name and address of the Customer, the type, scope and frequency of the Services, the Customer locations to be serviced, the price to be paid to Subhauler for performing the Services for such Customers and such other information as may be reasonably necessary to enable Subhauler to perform the Services. Trilogy may add additional customers requiring Services by providing Subhauler with written notice of the proposed additional customers with the same information (the “Notice”). Upon Subhauler’s review and acceptance of such Notice, Attachment A shall be amended to add such customers thereto. In the event that during the term hereof a Customer contract is terminated or expires, or a Customer is removed as otherwise provided in this Agreement, Trilogy shall notify Subhauler and Attachment A shall be amended to remove such Customer.
2. Term. This Agreement shall have an initial term of one (1) year from the Effective Date and shall renew automatically on the anniversary of its Effective Date for successive one (1) year renewal terms unless earlier terminated by either party by providing the other party notice of such intent not to renew no less than ninety (90) days prior to the renewal date of the then-current term.
3. Termination. Either party may terminate this Agreement during its initial or any renewal term (i) upon a material breach of this Agreement by the other party upon thirty (30) days’ prior written notice (which notice provides the details of such breach) and the failure of the other party to cure such breach within such thirty (30) day period. Trilogy may terminate this Agreement for convenience upon 90 days’ written notice.
4. Performance. Subhauler’s responsibilities under this Agreement shall include, without limitation, (a) supplying DOT compliant transportation vehicles, qualified drivers and DOT approved boxes/containers, (b) transporting, processing/treating (or delivering to an approved processing/treatment facility, if Subhauler does not have its own processing/treatment capability) and disposing of medical waste collected under this Agreement, (c) making Customer pick-ups promptly at the regularly scheduled time or promptly when notified for “on-call” services, (d) maintaining all state-required and customer-required documentation, including, but not limited to, manifesting and/or tracking documentation and (e) providing periodic reports of its collection, treatment and disposal activities under this Agreement on a monthly basis or more frequently if requested by Trilogy and (f) promptly communicating with Trilogy concerning customer service issues (including customer complaints), treatment, disposal or other issues affecting Subhauler’s performance of the Services. A failure by Subhauler to satisfactorily perform each of the foregoing responsibilities shall constitute a material breach under this Agreement.
5. Scheduled Pickups. If Subhauler misses a scheduled customer pick-up, Subhauler shall promptly notify Trilogy with the name, address and contact information for the customer and the scheduled pick-up time. Failure to notify Trilogy of a missed scheduled pick-up within 24-hour time frame shall constitute a material breach of this Agreement. Subhauler shall not alter the pick-up schedule for any Customer without first notifying and obtaining the consent of Trilogy. Subhauler shall promptly refer all customer complaints to Trilogy and shall remedy such Customer complaints as directed by Trilogy. Trilogy may remove any customer receiving service hereunder upon two (2) days’ notice to Subhauler if Subhauler misses a customer-pickup and cannot otherwise pick-up the waste from the customer within forty-eight (48) hours of the originally missed stop.
6. Warranties. Subhauler represents and warrants that during the term of this Agreement it (a) will perform the services in a safe and workmanlike manner, using qualified and properly trained personnel and in compliance with all applicable federal, state or local statues, ordinances, orders, rules and regulations (“Applicable Laws”); (b) will maintain its vehicles and equipment in good working order and condition, (c) will maintain all insurance, permits, licenses, certificates and approvals required by Applicable Laws; and (d) will provide Trilogy with reasonable advance notice if any permit, license, certificate or approval is about to expire and not be renewed or becomes the subject of judicial or administrative action seeking revocation or suspension. Subhauler shall promptly remit all manifest documentation for all Customers directly to Trilogy.
7. Subcontracting. Subhauler shall not subcontract any Services hereunder without Trilogy’s prior written consent, which may be withheld in Trilogy’s sole discretion. Subhauler shall be responsible for ensuring that any approved sub-subcontractor collects, transports, treats (if applicable) and disposes of any medical waste transported or received pursuant to this Agreement in accordance with all Applicable Laws and the requirements of this Agreement.
8. Service Agreements. All agreements for medical waste services provided under this Agreement shall be solely and exclusively between Trilogy and Customers and shall at all times remain the property of Trilogy and Subhauler shall have no rights thereunder; Subhaulers only rights with respect thereto being the right to receive payment for its services to such
Customers as and to the extent provided hereunder. Subhauler shall not enter into any separate, independent or “side” contracts, agreements or understandings with any Customer to provide any medical waste or related services, whether or not the same services provided under the Trilogy agreement with such Customers, nor shall Subhauler make any representations, promises, statements or agreements with any Customer, whether verbal or in writing, that would constitute a change to or modification or amendment of that Customer’s contract with Trilogy. Customers’ contracts for medical waste services may be modified, amended, extended, renewed or terminated only by Trilogy.
9. Pricing. Pricing for the Services shall be as set forth on Attachment A for each Customer existing as of the date of this Agreement and on each Amendment to Attachment A for each new customer added after the date of this Agreement. The pricing set forth in Attachment A constitutes the only compensation to be paid to Subhauler for providing the vehicles, equipment and personnel and covering the costs and expenses incurred by Subhauler, including the costs of treatment and disposal, in performing the Services under this Agreement. Should Subhauler desire any changes to the pricing set forth on Attachment A, either collectively or for any individual Customer, Subhauler shall notify Trilogy in writing with the amount of such change, the Customer or Customers to which such change would apply and the reasons for such change. Any proposed changes in pricing must be communicated to Trilogy at least sixty (60) days prior to implementation and shall be subject to Trilogy’s written approval. No proposed pricing change will be approved unless such change is permitted under the terms of Trilogy’s contract with the Customer. Subhauler shall not discuss pricing or price changes relating to the price Customer pays Trilogy for services directly with any Customer nor shall Subhauler discuss with or disclose to any Customer the pricing Subhauler receives from Trilogy for services. All questions or requests relating to pricing from Customer shall be promptly referred to Trilogy.
10. Billing & Payment. Subhauler shall invoice Trilogy for the Services provided hereunder at a minimum of once per month. Subhauler shall not invoice any Customer for services provided to that Customer. Trilogy shall promptly generate appropriate billing to the Customer for Services to that Customer reflected on any Subhauler invoice and shall remit payment to Subhauler for the amount invoiced by Subhauler to Trilogy within ten (10) days of Trilogy’s receipt of payment from the Customer. Trilogy shall not be responsible for payment of an invoice for Services to the extent that Trilogy does not receive payment from a Customer.
11. Confidentiality/Non-Solicitation. Subhauler acknowledges and agrees that the information that Subhauler will receive from Trilogy concerning the Customers, including without limitation the identity and service locations, type and frequency of service, price and waste volumes generated, is proprietary information of Trilogy and highly confidential (“Confidential Information”) and that Trilogy would be harmed financially and otherwise if such Confidential Information were disclosed to third parties or used by Subhauler in any manner other than for the performance of the Services under this Agreement. Accordingly, Subhauler agrees that during the term of this Agreement and for a period of two (2) years after the expiration or termination hereof (regardless of the reason therefor), Subhauler shall not disclose any Confidential Information to any person or entity, except as may be required by Applicable Law or in connection with legal proceeding or for the performance of the Services, and shall not use any Confidential Information in any manner detrimental to the interests of Trilogy. Further, Subhauler agrees that during the term of this Agreement and for a period of one (1) year after the expiration or termination hereof, regardless of the reason therefore or by whom initiated, Subhauler shall not, directly or indirectly (whether on Subhauler’s own account or as an owner, principal, partner, investor lender, operator, agent, director, officer, employee or representative of any legal entity or organization or association), (i) call upon or solicit any Customer with the intent of selling or attempting to sell any products or services similar to those offered by the Trilogy, (ii) in any way interfere with the relationship between Trilogy and any Customer (including, without limitation, by making any negative or disparaging statements or communications regarding Trilogy or any of its employees, officers, directors or investors or its operations) or (iii) solicit for employment or hire any person who is employed by Trilogy or its affiliates.
12. Indemnification. Subhauler hereby assumes the entire responsibility and liability for any and all damages or injury of any kind or nature whatever (including death resulting therefrom) to all persons, whether employees of the Subhauler or otherwise, damage to and loss of all property and damage to or pollution of the environment caused by, resulting from, arising out of or occurring in connection with the performance of the Services. Subhauler further agrees to defend, indemnify and hold Trilogy and its directors, shareholders, agents and representatives harmless from and against any and all claims, losses, damages, suits, penalties, costs, liabilities and expenses (including, but not limited to reasonable investigation and legal expenses) arising out of any third party claim whatsoever, including, but not limited to, loss or damage to property, the environment, or injuries to or deaths of persons, except to the extent caused by Trilogy’s gross negligence or willful misconduct.
13. Insurance. Subhauler agrees that it will procure and maintain insurance coverage during the term of the Agreement, issued by insurers approved in the state in which the Services are provided, as follows:
a. Standard commercial general liability coverage, including premises, product liability, completed operations and contractual liability coverages, on an “occurrence” basis, with limits of $1,000,000/occurrence and $2,000,000/combined single limit;
b. Automobile liability coverage on all owned, hired and non-owned vehicles with limits of $1,00,000/occurrence and $2,000,000/combined single limit;
c. Workers Compensation coverage in the state(s) where the work is performed with limits of $1,000,000/occurrence or as required by statute with employers’ liability included for each accident;
d. Pollution Legal Liability coverage with respect to all waste disposal and/or treatment facilities owned or operated by Subhauler to which Subhauler will transport waste hereunder with limits of $1,000,000/occurrence and $2,000,000 /combined single limit, with an extended reporting period as requested by Trilogy;
e. Umbrella / Excess Coverage with limits of $3,000,000.
Trilogy shall be named as an additional insured under Subhauler’s policies on a primary and non-contributory basis, including completed operations and including coverage for liability for bodily injury to an employee of Subhauler. Subhauler shall provide satisfactory proof of insurance to Trilogy, including valid and enforceable additional insured endorsements, prior to the start of services hereunder, thereafter immediately upon renewal or replacement of any required policy and any time other upon Trilogy’s request.
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