Terms and Conditions – Service Agreement

Agreement: Client understands and agrees that Contractor shall and does hereby rely upon such representation as a material inducement to its
performance under the terms and conditions of this Agreement.

1. Pricing, Surcharges and Documentation Fee.
a. The pricing reflected in this Agreement is guaranteed for twelve (12) months from the Commencement Date subject to annual
rate increases based upon the then current CPI-MS Index.

2. Term of Agreement.
a. The term of this Agreement shall be one (1) year, beginning upon the Effective Date which shall be the date Client signs and
dates this Agreement on the last page thereto. However, if the Effective Date is delayed through no fault of Contractor, Client
and Contractor agree that the term of this Agreement shall be extended commensurate with the delay.
b. Contractor and Client reserve the right to terminate this Agreement for convenience with or without cause by giving at least
sixty (60) days written Notice.

3. Invoicing by Contractor.
a. Contractor shall invoice Client on a per service call basis for the services performed pursuant to this Agreement and any
additional services, materials, containers, or pickups requested by Client.
b. All invoices are immediately due upon receipt and Client agrees that it shall remit payment within twenty days of receipt of
Contractor’s invoice. In the event that any such invoice remains outstanding for more than thirty (30) days, Client will be
responsible for interest on such unpaid sums at the rate of 2.0% per month over 30 days.
c. Contractor shall be entitled to collect from Client any costs or fees, including reasonable attorney’s fees, incurred by Contractor
in collecting overdue amounts from Client.
d. The Client shall, in addition to the amounts provided in this Agreement, be responsible for and pay for all taxes levied or
imposed by governmental authorities, including but not limited to all sales, use, excise occupation and similar taxes.
e. For any bank check(s) returned by reason of nonsufficient funds received from Client, Client will be charged a $50.00 fee by
Contractor in addition to any other charges incurred by Contractor by Contractor’s financial institution.
f. Contractor will provide collection, transportation, treatment and/or disposal services as set forth herein at the rates specified
herein. In the event that Contractor attempts to pick up waste at a Customer location (on either a scheduled pick-up or in
response to a Customer request) and, through no fault of Contractor, either (a) there is no Hazardous or Medical Waste for
Contractor to pick up, (b) waste is not ready for pick-up or (c) the customer location is closed, Client agrees to pay 100% of
the scheduled stop rate as set forth in this agreement.

4. Suspension of Services of Contractor.
a. In the event any amounts owed by Client are outstanding more than sixty (60) days, Contractor shall have the sole option to
suspend service under this Agreement until the outstanding amounts (including interest and collection costs) are paid by Client.
b. In the event that Contractor suspends services under this Agreement for non-payment of invoices by Client or other breaches
of Client’s obligations herein, Contractor shall have the right to pick up any and all containers belonging to it from Client and
in addition to the monthly charge, shall be entitled to a $75.00 per container pickup fee.

5. Client’s Responsibility for Containers.
a. Client acknowledges and agrees that Client shall be solely responsible for the care, custody, control and maintenance of
containers and other equipment owned by Contractor and placed at Client’s Site Address.
b. Client agrees to defend, indemnify, and hold harmless Contractor from and against any and all claims for loss or damage to
real property, personal property, personal injuries, or death, resulting from, arising from or in any manner related to Client’s
use, maintenance, custody or control of Contractor’s containers or other equipment provided under this Agreement.
c. All containers or other equipment provided under this Agreement and damaged while under the care, custody, control, use or
operation of Client shall be billed to client at full replacement value. Client shall not be responsible for normal wear and tear
of such containers or other equipment.

6. Segregation of Waste and Weight Limits.
a. Client acknowledges and agrees that Contractor is relying upon Client with respect to the types of waste covered under this
Agreement and the proper segregation of the waste types into appropriate containers for such waste.
b. Client shall retain title to all waste, whether conforming or non-conforming, covered by this Agreement at all times until
accepted and properly disposed of by the appropriate disposal site, whether owned by Contractor or others.
c. Client shall remain solely responsible for any and all non-conforming waste or waste that is rejected by any disposal site for
any reason other than the sole negligence of Contractor.
d. Client shall be responsible for any and all additional costs, including but not limited to, labor charges, storage charges, fuel
costs or other fees incurred by Contractor for any and all waste rejected by a disposal site other than rejections due to the sole
negligence of Contractor.
e. Client shall remain solely liable for any and all injuries, losses and damages arising out of or in any manner related to Client’s
provision of non-conforming waste.
f. Client expressly acknowledges and agrees that it must properly segregate its waste into the proper containers.
g. Client expressly acknowledges and agrees that Contractor will not remove nor dispose of the following types of waste:
1) radioactive waste; 2) cytotoxic waste; 3) thermometers; 4) batteries; 5) complete human remains. Client agrees not
to include any such waste for removal and disposal by Contractor without prior written agreement.

7. Independent Contractors.
a. Contractor is an independent contractor of Client and this Agreement and the services to be performed hereunder in no way
shall be construed to imply that Contractor is an agent, employee, or partner of Client and neither Party, in its performance
hereunder, shall be deemed to be a partner, joint-venture, agent, employee or representative of or with the other Party. Each
Party hereto is an independent entity, retaining complete control over the responsibility for its own operations and
employees. Nothing herein shall be construed to grant either Party hereto any right or authority to assume or create any
obligation on behalf or in the name of the other, to accept summons or legal process for the other, or to bind the other in
any manner whatsoever.

8. Excuse in Performance by Contractor.
a. Contractor shall not be liable nor responsible for any loss, damage or claims arising out of the performance of this Agreement
to the extent performance by Contractor is precluded, delayed or interrupted by matters beyond the control of Contractor,
including but not limited to war, riot, explosions, inclement weather, labor strikes, acts of God, lockouts, fires, accidents,
regulations, laws, orders of any governmental authority, orders of any court of competent jurisdiction, or any other act beyond
the reasonable control of Contractor. Contractor shall take all reasonable steps to resume service promptly following any such
delay or interruption in services.

9. Amendments.
a. Any amendments to the Agreement for services during the original term of this Agreement or following any renewal of the
original Agreement term of these terms and conditions, shall have no force and effect unless in writing and signed by the parties
to this Agreement. There shall be no oral amendments or modifications to this Agreement, unless reduced to writing and signed
by the parties to this Agreement. Client acknowledges and agrees that no sales agent or representative of Contractor has the
authority to make verbal changes or deviations from the terms of the Agreement that are printed and in writing and any such
claims will not be binding upon Contractor. Client agrees that there are no agreements, terms, conditions, or guarantees by
Contractor that are not reduced to writing and reflected in this Agreement.

10. Waiver.
a. No waiver of any of the terms or provisions of this Agreement shall be effective unless reduced to writing and executed by the
party granting the waiver. No waiver of any provision of this Agreement or party’s breach of this Agreement shall be effective
unless reduced to writing and executed by the party granting the waiver and no waiver of any provision of this Agreement or a
breach thereof shall be deemed a waiver of any other provision or breach of this Agreement. No waiver of any breach of duty
of either party shall be deemed a waiver of any other breaches of duty.

11. Severability.
a. If any provision or part of a provision of this Agreement shall be ordered by a court of competent jurisdiction to be invalid or
unenforceable for any reason whatsoever, the remainder of this Agreement, the provision or part of provision shall be severed
from the offending portion and shall remain in full force and effect.

12. Limitation of Contractor’s Liability.
a. Client, on behalf of itself, its current and former employees, officers, directors, partners, joint ventures, agents, subsidiaries,
parent companies and affiliated persons and entities agrees that Contractor shall not be liable for any incidental or consequential
damages whatsoever and that Contractor’s liability shall in no event exceed an amount equal to the cost of the services paid for
by Client during the original term of this Agreement or the successive term of the Agreement, whichever is in effect at the time
of Client’s claim, loss or damage.

13. No Implied Warranties.
a. Client acknowledges and agrees that Contractor makes no representations, guarantees, or warranties unless expressly stated
herein and Contractor disclaims and client waives any and all implied warranties relating to, arising out of or in any way
connected with the services to be provided under this Agreement.

14. Notices.
a. All notices, consents, approvals, or other communication required by the provisions of this Agreement shall be in writing and
shall be hand delivered or given by registered or certified mail or by Federal Express or other recognized overnight courier or
via email (provided such notice is concurrently sent by another method set forth in this Section).

15. Governing Law, Forum Selection, and Consent to Jurisdiction.
a. THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REFERENCE TO ITS CHOICE OF
LAW PROVISIONS.
b. EACH PARTY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR ANY OTHER RELATED DOCUMENT; AND ALL OTHER DISPUTES AS BETWEEN THEM,
REGARDLESS OF WHETHER ARISING OUT OF CONTRACT OR IN TORT, SHALL BE TRIED AND LITIGATED
EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN ORANGE COUNTY, CALIFORNIA.
c. THIS CHOICE OF VENUE IS INTENDED TO BE MANDATORY AND NOT PERMISSIVE, THEREBY PRECLUDING
THE POSSIBILITY OF LITIGATION BETWEEN THE PARTIES TO THIS AGREEMENT IN ANY JURISDICTION
OTHER THAN THAT SPECIFIED HEREIN. EACH PARTY HEREBY WAIVES ANY RIGHT IT MAY HAVE TO
ASSERT THE DOCTRINE OF FORUM NON CONVENIENS (OR ANY SIMILAR DOCTRINE) OR TO OTHERWISE
RAISE ANY OBJECTION TO VENUE WITH RESPECT TO ANY PROCEEDING ARISING OUT OF OR RELATED TO
THIS AGREEMENT OR ANY OTHER AGREEMENTS BETWEEN THE PARTIES.
d. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY CONSENT TO BOTH SUBJECT MATTER, PERSONAL,
AND IN PERSONAM JURISDICTION AND VENUE IN THE STATE OR FEDERAL COURTS LOCATED IN ORANGE
COUNTY, CALIFORNIA OVER SUCH PARTY FOR THE PURPOSE OF LITIGATING ANY DISPUTE,
CONTROVERSY, OR PROCEEDING ARISING OUT OF OR RELATED TO: (I) THIS AGREEMENT; AND (II) ALL
OTHER AGREEMENTS BETWEEN THE PARTIES.
e. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE TERMS OF THIS AGREEMENT RELATED TO VENUE,
JURISDICTION AND CLASS ACTION WAIVER ARE MATERIAL TO CONTRACTOR’S DECISION TO
PARTICIPATE IN THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT AND THAT IT WOULD NOT BE
MAKING THE AGREEMENTS SET FORTH HEREIN WITHOUT ACCEPTANCE OF SUCH PROVISIONS, WHICH
ARE HEREBY ACCEPTED AS REASONABLE AND CUSTOMARY IN TRANSACTIONS OF THIS NATURE. IN THAT
REGARD, EACH PARTY ACKNOWLEDGES IT HAS HAD THE OPPORTUNITY TO DISCUSS WITH THEIR LEGAL
COUNSEL THE LIMITATIONS SET FORTH IN THIS SECTION ON ITS ABILITY TO BRING ANY ACTION IN ANY
COURT NOT LOCATED IN THE STATE OF CALIFORNIA OR TO OTHERWISE INVOKE THE LAWS OF ANY STATE
OTHER THAN CALIFORNIA WITH RESPECT TO THE ENFORCEMENT OF THE TERMS, CONDITIONS AND
RESTRICTIONS OF THIS AGREEMENT. IN RELIANCE ON SUCH LEGAL ADVICE, THE PARTIES
AFFIRMATIVELY ACCEPT THE TERMS, CONDITIONS AND RESTRICTIONS SET FORTH IN THIS AGREEMENT
AND, TO THE FULLEST EXTENT POSSIBLE, WAIVE ANY RIGHT TO CHALLENGE THE CHOICE OF LAW,
CHOICE OF FORUM OR ACCEPTANCE OF JURISDICTION SET FORTH HEREIN.

16. Entire Agreement.
a. This Agreement, including the terms and conditions, constitute the entire understanding and agreement of the parties hereto
and cancels and supersedes all prior representations, negotiations, understandings, or agreements, whether oral or written, with
regard and respect to the subject matter of this Agreement. The parties agree that this Agreement is valid and binding upon and
shall inure to the benefit of the successors, assigns, legal representatives, and heirs of the parties to this Agreement.
Notwithstanding the above, Client shall not assign its rights or delegate its duties or obligations under this Agreement without
the prior written consent of Contractor, such consent is not unreasonably withheld.

17. No Brokers.
a. Client represents and warrants that it is the generator of the waste that is the subject of this Agreement and that it is not acting
as, through or for a broker or agent. Contractor shall have the express authority to terminate this Agreement and seek all
available relief whether legal or equitable in the event Client breaches this provision.

18. Regulations.
a. Client acknowledges and agrees that the waste to be collected, transported, treated, and disposed of pursuant to this Agreement
is regulated by various local, state, and federal laws, regulations, ordinances, and guidelines.
b. Client agrees to abide by all such laws, regulations, ordinances, and guidelines throughout the term, including successive terms
of this Agreement.
c. Responsibility for the transportation of the waste shall not transfer to Contractor until the waste is loaded to Contractor’s
vehicles.
d. Client shall, at all times, retain title and responsibility for any and all waste that does not conform with any and all local, State
or Federal laws, regulations, guidelines, or ordinances applicable to the waste of this Agreement.
e. Contractor retains the right to refuse to collect containers containing non-conforming waste or that in any manner violate local,
state, or federal laws, regulations, guidelines, or ordinances applicable to the waste of this Agreement.
f. Contractor represents that it has all necessary permits, licenses and state and federal authorizations required to perform the
services contemplated by this Agreement.
g. Contractor agrees to carry commercial general liability insurance, automobile insurance and workers’ compensation insurance
as required by applicable California law and to comply with all federal and state laws, rules, and regulations applicable to its
performance under this Agreement.
h. Client agrees to comply with all federal and state laws, rules, and regulations applicable to its handling, segregation and storage
of the regulated medical waste and other waste covered by this Agreement, including but not limited to, record keeping, required
documentation and manifest requirements.
i. Client has been advised of the state and federal frequency requirements applicable to the waste contemplated by this Agreement
and Client has selected its frequency for removal based upon its sole determination of its needs and applicable laws.
j. Client shall defend, indemnify, and hold Contractor harmless for any loss, damages, fines, or other economic harm regarding
any decision of Client regarding the service frequency selected by Client that does not conform to state or federal laws or
regulations.
k. Contractor and Client agree to keep and retain adequate books, records and other documentation including personnel records,
correspondence, instructions, receipts, copies of manifests and tracking recorded consistent with all applicable regulations
pertaining to storage and handling of the waste covered by this Agreement.

19. Confidential Information and Documents.
a. Each Party shall keep any Confidential Information supplied by or on behalf of the other Party or its affiliates (“Disclosing
Party”) in connection with this Agreement, strictly confidential. The Party receiving Confidential Information (“Receiving
Party”) shall not use or permit the use of such Confidential Information for any purpose by itself or its affiliates, or their
respective employees, representatives, or agents, other than as necessary to fulfill the terms of this Agreement.
b. Receiving Party shall not disclose such Confidential Information to anyone other than Receiving Party’s own employees, and
to such employees only on a need-to-know basis, without Disclosing Party’s prior written approval.
c. For purposes of this Agreement, “Confidential Information” shall mean the following: the Agreement itself, any of the terms
and conditions of this Agreement, all information of a proprietary or confidential nature, including, without limitation, the
ingredients, formula, and manufacturing process for any Product, information relating to products, processes, technologies,
inventions, know-how, specifications, methods, samples, materials, developmental or experimental work, improvements,
databases, manuals, prices, costs, financial information, marketing, selling and business plans, vendors, suppliers, and
communications relating to this Agreement that is furnished or otherwise made available to Client, whether or not such
information is marked as “confidential.”
d. The definition of “Confidential Information” hereunder shall not include any information that:
i. is already in the Receiving Party’s possession or control prior to the date of disclosure by Disclosing Party, without
prior existing restriction as to confidentiality owed to Disclosing Party,
ii. at the time of disclosure is available to the public or after disclosure becomes available to the public through no
breach of this Agreement or other wrongful or negligent act or omission by or on behalf of Receiving Party or
any person or party acting on Receiving Party’s behalf or direction,
iii. has been received from a third party without restriction on disclosure owed to Disclosing Party and without breach
of this Agreement or other wrongful act or negligent act by or on behalf of Receiving Party or affiliate thereof,
iv. is independently developed by Receiving Party without use of or reference to the Confidential Information of
Disclosing Party, or
v. is required to be disclosed by law or order of a court of competent jurisdiction or regulatory authority, provided in
each case that Receiving Party shall furnish prompt written notice of such required disclosure to Disclosing Party
and shall reasonably cooperate with Disclosing Party, in protecting the confidentiality of the Confidential
Information for which disclosure is required or suspected to be required by any Laws.
e. The confidentiality obligations of this Section shall survive termination of this Agreement for a period of seven (7) years.
f. If a Disclosing Party desires to disclose Confidential Information that constitutes a trade secret subject to a longer term of
protection, the Disclosing Party may so advise the Receiving Party in advance, with a description of the nature of the trade
secret information to be disclosed, and if the Receiving Party agrees in writing to accept and protect such information as a trade
secret, the term for protecting the trade secret will extend for so long as the trade secret qualifies as a trade secret under
applicable Law, subject to the exceptions stated herein, provided that the disclosure is made in writing and is marked as
“Confidential and Trade Secret”.
g. Upon termination of this Agreement or upon other request of the Disclosing Party, each Receiving Party shall promptly
return to the Disclosing Party all Confidential Information provided to it in (or reduced by the Receiving Party to) written or
electronic form and any copies thereof made by the Receiving Party, and shall use commercially reasonable efforts to
purge its electronic systems and devices of all of Confidential Information of the Disclosing Party except to the extent that
the Receiving Party is required by applicable Laws to retain such information or to the extent that the Receiving Party creates
and stores backups of computer records pursuant to a reasonable IT policy. To the extent any such Confidential Information
is retained by Receiving Party, it shall be subject to the continuing obligations of confidentiality hereunder.
20. Warranties, Representations, and Covenants.
a. Client warrants, represents, and covenants that at all times during the Term of this Agreement it shall comply with all
applicable Laws, and Client acknowledges that any failure to be in such conformance and/or compliance may subject MBS, and
that such failure shall constitute a material breach of this Agreement by entitling MBS to indemnification hereunder.
b. Each Party warrants, represents and covenants that it is has been duly formed and is, and will until termination of this
Agreement remain, in good standing under the Laws of the state of its formation (as set forth by such Party in the preamble
to this Agreement) and has the power and authority to enter into and carry out the terms hereof, and that the person executing
this Agreement on its behalf has full authority and power to cause it to enter into and carry out the terms of this Agreement on
behalf of such Party.
c. Each Party warrants, represents, and covenants that neither the execution or delivery of this Agreement nor the execution and
delivery of any other documents affecting the transactions described herein, nor the performance by the Party of the
transactions and obligations contemplated hereby conflicts with, or constitutes a breach of or a default under any finding or
ruling by an administrative agency, or any judgment, order, writ, injunction, or decree of any court; any applicable Laws of
any administrative agency or other governmental authority; or any agreement, charter, indenture, instrument, or
contract to which the respective Party is now a party or by which it is bound, or which affects this Agreement, or any transaction
described herein.

21. Indemnification and Hold Harmless.
a. Client assumes full financial responsibility for and shall indemnify, defend, and hold harmless Contractor from and
against any and all claims directly or indirectly arising in connection with or related to this Agreement and any of the activities
of the Parties contemplated by or encompassed under or related to this Agreement (other than those arising solely from
Contractor’s intentional misconduct), including without limitation all of Client’s actions or omissions in connection herewith and
therewith, including, without limitation, any injury to or death of persons (including, without limitation, employees or agents of
Contractor, and/or damage to or loss (including, without limitation, loss of use of) or destruction of any property (including,
without limitation, property of Contractor or Client, or their respective employees or agents) or contamination of, injury or
damage to, or adverse effect on humans, animals, aquatic and wild life, vegetation, air, water, land or the environment, including
without limitation Claims caused by, arising from, related to or connected with Client’s Hazardous Waste Material.
b. Client shall defend and indemnify Contractor for any negligent, willful, intentional, or other act or omission or strict liability
of Client in its performance of all or any part of this Agreement. Client shall promptly satisfy the request of Contractor for
indemnification and satisfaction of any claim for which Client must indemnify it pursuant to this Section.
c. In the event that a third person or party asserts any claim against Contractor with respect to any matter to which the indemnities
set forth in this Section apply, Contractor shall give prompt written notice to the Client, and Contractor may at its option
choose to defend such Claim at Client’s expense or to require Client to take over the defense of such Claim.
d. If Contractor chooses to defend such third party Claim, Client shall have the right, at its election, to participate at Contractor’s
direction in the defense and settlement of such Claim at Client’s own expense upon prompt written notice to Contractor;
provided, however, that the Client shall be bound by any defense or settlement that Contractor Indemnitees may make
with respect to such Claim and shall reimburse Contractor for any and all additional claims resulting therefrom and, provided,
further, that if the Client elects upon MBS’s agreement to take over the defense or settlement of a third party Claim,
then the counsel selected by the Client to defend such claim must be acceptable to Contractor. Notwithstanding the
foregoing, the Client shall not settle or compromise any c laim without the express prior written consent of Contractor.
e. Client (i) acknowledges that Contractor has no obligation and has not and does not hereby undertake, nor shall Client assert that
Contractor shall be deemed to have undertaken, any duty to review, investigate, comment upon, correct, reject or approve all
or any portion or aspect of the production methods and processes used by Client in its obtaining or use of the Hazardous Waste
Material.
f. Client acknowledges that to the extent there is a dispute between Client and any third party concerning such party’s liability
regarding any matter giving rise to a Claim for which Contractor seeks indemnification in accordance with this Agreement,
such dispute shall not affect Client’s obligation to indemnify, defend, and hold harmless Contractor, and Contractor shall not be
obligated to participate in, nor shall it be in held accountable for in any manner, any such dispute, the circumstances giving
rise thereto, or the resolution thereof.

22. Termination.
a. Notwithstanding any other provision of this Agreement to the contrary, any and all of this Agreement, may be terminated
by Contractor at any time upon the happening of any of the following events or conditions:
b. Immediately by Contractor if:
i. The financial or other condition of the Client may be such that in the good faith judgment of Contractor the Client
may be or become unable to perform its obligations hereunder, including, without limitation, its indemnification
obligations, and
ii. The Client has failed to provide to Contractor within five (5) days after request therefor adequate written
assurances acceptable to Contractor, in Contractor’s sole discretion, of the Client’s ability to perform and
continue to perform its obligations hereunder and with respect hereto.
c. By Contractor if Client has breached a material obligation under this Agreement (whether or not described as such herein) or has
breached an obligation to pay any amount to Contractor in connection herewith, in each case if such breach has not been
remedied within five (5) days of Contractor’s notice to Client thereof, or upon five (5) days’ notice from Contractor if such
obligation is incapable of cure.
d. Upon the express written mutual agreement of the Parties to terminate this Agreement.
e. By Contractor, for any reason or no reason, upon forty-five (45) days’ prior written notice to Client.

23. Prevailing Party Attorneys’ Fees.
a. In the event of litigation or any action, whether at law or in equity, surrounding the enforcement of any party’s rights or
obligations under this Agreement or the interpretation of any provision or the entirety of this Agreement is brought by either
party, the prevailing party in any such proceeding shall be entitled in addition to any other relief afforded by the court, to
recover its reasonable attorney’s fees and costs incurred in the action or litigation.