This Agreement shall serve as the only mutually approved provisions governing the relationship and expectations of and between UltraShred Technologies, Inc. (“Company”) and the Customer represented and bound hereby, unless superseded by another fully executed, written contract between all parties hereto.
Description of Services. Company will provide services for the secure destruction of media or materials that are reasonably in accordance with Company’s written and published representations (“Services”). Company will furnish a Certificate of Destruction upon completion of such Services to Customer. Security Containers. Company may provide the Customer with locking document collection containers. Said containers shall remain the property of Company and may only be used for collection of paper documents to be shredded by Company. Non-paper media such as x-rays, computer disks, hard drives, or tapes may not be placed for destruction in document collection containers and additional fees may be imposed for bins of paper contaminated with such materials. Containers will be removed by Company upon termination of this agreement. Fees will be assessed up to $95 per container for damage beyond normal and reasonable wear and tear from normal use and/or failure of the Customer to return the container(s) to the Company within thirty (30) days of the termination of this Agreement. Containers returned that are missing keys and/or locks will incur additional fees of up to $25 per missing or damaged item. In the event Customer defaults in the payments, or Company cancels this contract for non-payment, Customer will be responsible for a liquidated sum of $190 per container that you retain. Right to Rely on Instructions. Company may act in reliance upon any instruction, instrument, or signature reasonably believed by Company to be genuine, and may assume that any of Customer’s employees or any employee of Customer’s affiliates or subsidiaries giving any written or verbal notice, request, or instruction has the authority to do so. Compliance with Contracts, Laws and Regulations. Customer shall be responsible for, and warrant compliance with, all contractual restrictions and all applicable laws, rules and regulations, including but not limited to environmental laws and contractual restrictions and laws governing the confidentiality, retention and disposition of information contained in any materials delivered to Company. Customer shall hold Company harmless in the event of any breach or violation of said laws, rules, or contractual restrictions. Cooperation and Assistance. Customer shall cooperate with Company with regard to the performance of the Services, subject to normal security requirements and in a manner that is not unnecessarily disruptive to Customer’s business operations, by providing to Company such information, data, access to premises, management decisions and approvals as may be reasonable to permit Company to perform the Services hereunder. Hazardous Substances. Customer shall NOT provide to Company for destruction any material which is considered toxic or dangerous either in shredded state or intact, or which is regulated under any federal, state, or local law or regulation relating to hazardous materials. In the event of the accidental, negligent, or intentional custodial transfer of hazardous or regulated waste, including bio-hazard and devices containing lithium-ion batteries, Customer agrees to arrange to appropriately, safely and legally assume custody of such hazardous materials at Customer’s expense and further to indemnify the Company for any property damage, personal injury, or cleanup expenses resulting from such provision of hazardous substances for destruction. Material Descriptions. Itemized lists or descriptions of contents of materials submitted by the Customer to the Company shall be generally considered for recordkeeping, reconciliation, and reference purposes only, and are not considered proof that said documents contained on such lists and descriptions are in fact contained in the materials accepted. Company will make provision for validation of such document contents in advance and under special pre-agreed terms and fees at the request of the Customer. Negotiable Items. Customer agrees to make Company aware in writing and in advance of any instance in which negotiable instruments, including but not limited to checks, bearer bonds, travelers’ checks, or coupons will be presented for destruction, and further, that in absence of such notice, Company incurs no liability related to the restitution for the value of such negotiation such instruments. Fees and Payments. All standard charges for Services under this Agreement are as represented in writing by this agreement or as agreed separately in writing by Company and Customer and are for all Security Containers which may be placed with Customer, regardless of fill levels or Company access to said containers. Invoices shall be due and payable within thirty (30) days from receipt of the applicable invoice. Amounts due and not paid within thirty (30) days after Customer’s receipt of the invoice shall bear interest at the rate of the greater of $10 or 10 percent (10%). In the event this matter is referred to an attorney for collection, Customer agrees to pay a reasonable attorneys fee of 33 1/3%. Confidentiality. “Confidential Information” means any information relating to Customer’s property, business and affairs. Unless such Confidential Information was previously known to Company free of any obligation to keep it confidential, is subsequently made public by Customer or by a third party having a legal right to make such disclosure, or was known to Company prior to receipt of same from Customer, it shall be held in confidence by Company and shall be used only for the purposes provided in this Agreement. Company shall use the same degree of care to safeguard Customer’s Confidential Information as it uses to safeguard its own. However, Company may comply with any subpoena or similar order related to materials delivered to Company. HIPAA Provisions. Company acknowledges that in connection with this engagement with Customer it may have access to protected health information (“PHI”) and therefore may be acting as a “Business Associate” (BA) under the HIPAA Privacy and Security Rules. In connection with this information, BA agrees that it (a) will not use or further disclose PHI other than as permitted to perform these services or as permitted or required by law; (b) will report to Customer, within a reasonable period of time, any use or disclosure of PHI or Breach or Security Incident not provided for by this Agreement and affecting Customer’s PHI of which it becomes aware; (c) will use appropriate safeguards to prevent use or disclosure of PHI other than as permitted by this Agreement; (d) will require that all of its subcontractors and agents to which it provides PHI pursuant to the terms of this Agreement agree to all of the same restrictions and conditions to which BA is bound; (e) will make available upon Customer’s request an accounting of disclosures in accordance with the Privacy Rule; (f) will make available to the Secretary of Health and Human Services upon reasonable notice the internal records and documentation necessary to determine the Customer’s HIPAA compliance as it relates to this engagement; (g) will otherwise meet applicable requirements of the Privacy Rule; (h) will implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the PHI that it receives on behalf of the Customer. BA also will conduct its activities in accordance with reasonable policies and procedures to detect, prevent and mitigate the risk of identity theft where reasonably applicable to BA’s services. Presentation of Claims. Customer must present in writing any claim with respect to any Service provided by Company within a reasonable time and in no case later than sixty (60) days after the occurrence of the event on which the claim is based. Limitation of Liability. Company shall not be responsible or liable in any manner whatsoever for the release or loss of any materials deposited in bins or otherwise delivered to it for secure destruction unless the release or loss is due to Company’s negligence or willful misconduct. Documents designated for destruction are not the responsibility of Company until a Company Employee takes physical custody of the materials in preparation for shredding. Customer accepts full responsibility for the security of collection containers, contents until removed by Company, and keys to supplied containers. Company’s maximum liability for any and all claims arising with respect to Services provided under this Agreement shall not exceed the aggregate amounts paid by Customer with respect to Services provided at the particular Customer location during the six (6) months preceding the event which gives rise to a claim. In no event shall Company be liable for any consequential, incidental, special or punitive damages, regardless of whether the action is brought in tort, contract or any other theory. Ownership Warranty. Customer warrants that it is the owner, legal custodian or otherwise has the right to deliver for destruction any and all materials Customer provides Company hereunder. Customer shall reimburse Company for any expenses reasonably incurred by Company (including reasonable legal fees) by reason of Company complying with its obligations under this Agreement to destroy such materials in the event of a dispute concerning the destruction of the materials provided by Customer to Company. Binding Nature and Assignment. This Agreement shall be binding on the parties and their respective successors and assigns. Termination. Either party may terminate this agreement by giving the other party at least 60 days’ written notice. Early termination by the Customer without cause will result in an early termination fee of $125. Term/Renewal. The initial term of this agreement shall be for the term marked on the front of this agreement (the “Initial Term”) commencing on the installation date. At the expiration of the Initial Term, this agreement will automatically renew for successive one (1) year periods (each a “Renewal Term” and collectively with the Initial Term the “Term”) unless a party provides the other parties with notice of its intent not to renew this agreement at least sixty (60) days prior to the expiration of the then current term. Beginning with the first Renewal Term and on each succeeding Renewal Term during the course of this Agreement, the then-current price for shredding services shall be increased by an annual percentage increase of three Percent (3%). Price increases shall be effective for all new service provided after the applicable anniversary. Force Majeure. Each party shall be excused from any delay or failure in performance under this Agreement for any period if and to the extent that such delay or failure is caused by acts of God, governmental actions, labor unrest, riots, unusual traffic delays, failure of a positioning system or wireless or power network or the Internet, or other causes beyond its control. Relationship of Parties. Company is acting as an independent contractor hereunder and has the sole right and obligation to supervise, manage, contract, direct, procure, perform, or cause to be performed all work to be performed by Company under this Agreement. Invalidity. Neither this agreement nor any provision herein may be waived, amended, modified, canceled, terminated or otherwise changed or discharged by Customer. If any provision of this agreement is held void or unenforceable, it shall not affect the enforceability of any other term or condition in this agreement, and shall not void any liability of any party to this agreement. Waiver of Breach No breach of this agreement shall be deemed material unless the party alleging such a breach shall have given written notice of said breach to the other party, via certified mail, return receipt requested, and such other party fails to cure such breach within thirty (30) days, after receipt of said notice. Waiver of a breach of any provision of this agreement shall not be deemed or construed to be a waiver of any subsequent breach. Governance. This agreement shall be construed in accordance with the Laws of the State of Florida and you hereby consent that any litigation shall be brought solely and exclusively in the District or Supreme Courts of Duval County, Florida, in the United States of America.