INFOSHRED TERMS AND CONDITIONS

THIS IS A LEGALLY BINDING CONTRACT AND CONTRACTOR AGREES TO PROVIDE AND CUSTOMER NAMED HEREIN AGREES TO ACCEPT THE FOLLOWING SERVICES AND EQUIPMENT AT THE CHARGES AND FREQUENCY OF COLLECTION INDICATED ABOVE SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED BELOW.

GENERAL CONDITIONS

Infoshred, LLC doing business as Infoshred (“Infoshred”) and the customer named herein agree that Infoshred shall provide a secure documents collection and destruction service (the “Service”) and container(s) (the “Equipment”) to the Customer for documents requiring destruction and the Customer agrees to give Infoshred the exclusive rights to collect, remove, destroy and recycle all such documents from its place of business, unless otherwise stated on the front portion hereof, which service shall be on the following terms and conditions.

Please be advised if Customer does not return a signed copy of this contract to Infoshred within 30 days of receipt, and subsequently accepts services from Infoshred after that date, the Customer shall be deemed to have accepted all terms and conditions outlined in this contract as presented by Infoshred.

TERMS & CONDITIONS

Services Rendered.  The undersigned Infoshred agrees to furnish the collection and disposal services and equipment specified above and Customer agrees to make the payments as provided for herein and abide by the terms and conditions of this Agreement.

Assignment. Customer may not assign this Agreement without the prior written consent of Infoshred.

Execution.  This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument representing the Agreement of the parties to this Agreement. Signatures may be by facsimile or email sent to the other Party, faxed, or scanned and emailed signatures will have the same effect as originals.

Binding Effect.  This Agreement is a legally binding contract of the part of both Infoshred and Customer and their respective heirs, successors and assigns in accordance with the terms and conditions set out herein.

Term.   This Agreement is for a term commencing on the stated contract start date listed in the quote and continuing until 3 year(s) after the date of service begins hereunder and shall be renewed for successive 3 year terms without further action by the parties, but may be terminated at the end of any 3 year period by either of the parties hereto but not less than (60) days prior written notice (Certified Mail).

Right of First Refusal.  If at any time during the Term, or the six (6) month term following the termination of this Agreement, the Customer grants Infoshred the Right of First Refusal to match any offer relating to services similar to hereunder receives or intends to make upon termination of this Agreement for any reason, Customer shall give Infoshred prompt written notice of any such offer and a reasonable time to respond to it.

Payments.  Customer shall pay Infoshred on a monthly basis for the services and/or equipment furnished by Infoshred in accordance with the charges and rates provided herein.  Payment shall be made by Customer to Infoshred within thirty (30) days of the receipt of an invoice from Infoshred.  Infoshred may impose and Customer agrees to pay a late fee for all past due payments, such late fee(s) not to exceed the maximum rate for same allowed by applicable law.

Liability for Equipment. The customer acknowledges that it has the care, custody and control of equipment owned by Infoshred and accepts responsibility for the equipment and its contents except when it is being physically handled by employees of Infoshred. The customer shall be charged $75.00 for each lost or damaged beyond normal wear container. Therefore, Customer expressly agrees to defend, indemnify and hold Infoshred harmless from and against any claims for loss of or damage to property, or injury to or death of person or persons, resulting from or arising in any manner solely out of Customer’s use, operation or possession of any equipment furnished under this Agreement.

Restrictions on Material Customer Premises.  Customer shall not store with Infoshred, LLC nor deliver for shredding any material that is highly flammable, explosive, hazardous, toxic, radioactive, medical waste, organic material that may attract vermin or insects, or otherwise dangerous or unsafe to store or handle, or any material that is regulated under any federal or state law or regulation relating to environmental protection or hazardous materials. The customer’s premises where Infoshred employees perform services or make deliveries hereunder shall be free of hazardous substances and hazardous or dangerous conditions.  Customer warrants that it shall only place paper-based materials, and the attached paper clips and binder clips, in the shredding bins or other containers used for the storage or collection of paper e.g., plastic crates, boxes, bags, etc.  The materials provided by the Customer for shredding shall be free of other metal objects that can cause damage to shredding equipment.  Customer shall reimburse Infoshred, LLC for damage to equipment or injury to personnel resulting from Customer’s breach of this warranty. 

Damage to Pavement.  Customer acknowledges that Infoshred shall not be liable for any damage to pavement, curbing, or driving surface resulting from the trucks servicing an agreed upon area, except as caused by the negligence of Infoshred.

Rate Adjustments.  Infoshred reserves the right to adjust the rates hereunder based upon increases in fuel costs, disposal facility costs, landfill costs, transportation costs, changes in paper and commodity pricing, costs of insurance, Governmental imposed fees, or changes, environmental or other regulatory compliance.  Infoshred may in addition also adjust the rates hereunder from time to time to reflect the percentage increase in the local Consumer Price Index.  Infoshred may upon written notice also adjust the rates hereunder in an amount in excess of such percentage increase with Customer’s consent.  Notice from Infoshred may be either on an invoice or by separate notification given at least thirty (30) days prior to the effective date of the adjustment.  If Customer does not object to such increase within fifteen (15) days after the effective date of the adjustment this Agreement shall be deemed to be amended to reflect the increased rate.  If the Customer gives written notice of objection as provided above, this Agreement shall continue at the previous charges or rates, but Infoshred may at any time thereafter terminate this Agreement by giving Customer thirty (30) days prior written notice. 

Service Charges.  The type, size and amount of equipment, the frequency of service, and corresponding changes in rates, may be changed by the

parties, either in writing or by the practices and actions of the parties, without affecting the validity of this Agreement.  This Agreement shall continue in effect for the term provided herein and shall apply to changes of service address location of Customer within the area in which Infoshred provides collection service.

Confidentiality.  Confidential information encompasses any information (without regard to the medium on which such information may be recorded, whether written, visual, audio, graphic, computerized, or otherwise) concerning or relating to the property, business and affairs of Customer, and specifically includes all information contained in Customer’s documents picked up by Infoshred for destruction.  Unless the confidential information was previously known to Infoshred free of any obligation to keep it confidential, is subsequently made public by Infoshred or Customer or by a third party having a legal right to make such disclosure, it shall be held in confidence by Infoshred and shall be used only for the purpose of performing this contract.  Infoshred shall use the same degree of care to safeguard the confidential information of the Customer as it utilizes to safeguard its own confidential information, but in no case less than a reasonable degree of care.  Infoshred will make available our operating policies and procedures for meeting the requirements to safeguard all confidential information with which we are entrusted, including personal information. 

Early Termination.   In the event Customer terminates this Agreement prior to the expiration of its term, Customer agrees to pay Infoshred as liquidated damages an amount equal to the sum of Customer’s monthly billings for the most recent six (6) months, or if Customer has not been serviced for six (6) months, Customer’s average billings for the months serviced or if none, the billing projected by Infoshred for the first month, multiplied by six (6).  Customer acknowledges that the foregoing liquidated damages are reasonable in light of the anticipated loss to Infoshred caused by the termination and are not imposed as a penalty.  In the event Customer fails to pay Infoshred all amounts which become due under this Agreement or fails to perform its obligations hereunder and Infoshred refers such matter to an attorney, Customer agrees to pay, in addition to the amount due, interest, any and all costs incurred by Infoshred as a result of such action, including to the extent permitted by law, collection or reasonable attorneys’ fees.

Reasonable, legal, and safe parking. Customer agrees to reimburse Infoshred for all applicable parking tickets occasioned by the delivery of

Services by Infoshred, when reasonable, safe and legal parking is not made available by the Customer, provided that all charges are accurately stated on Infoshred’s invoice.

Excused Performance.  Neither party hereto shall be liable for its failure to perform or delay in performance hereunder due to contingencies beyond its reasonable control including, but not limited to, strikes, riots, fires, and acts of God.

Health Insurance Portability and Accountability Act of 1996. To the extent applicable to such arrangements, Infoshred shall comply with, and

shall cooperate and assist Customer in its compliance with, all requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), including but not limited to the proposed rule published in the November 3, 1999, Federal Register and any and all future regulations promulgated under HIPAA by regulatory agencies and accrediting bodies governing Customer, this Agreement and the transactions contemplated hereunder.

Insurance.  Infoshred shall, during the term of this Agreement, maintain in full force and effect, the following insurance coverages:

                  i.     Worker’s compensation in the amounts as required by law.                                              

                ii.     Comprehensive general liability insurance

               iii.     Automobile insurance with limits as required by law.

               iv.     Professional LiabilityDatabaseID=[[DatabaseID]]|ContactID=[[ContactID]]|

Service Guarantee. If Infoshred fails to rectify any services issues within fifteen (15) business days of Infoshred’s receipt by registered mail of a written demand from Customer, Customer may within thirty (30) days’ notice terminate this Agreement with the payment of all monies due through the termination date.

Exclusivity.  Customer agrees to retain Infoshred LLC on an exclusive basis during the term of this Agreement for document shredding, document storage, eRecycling and hard drive destruction services which include, but not limited to, purge and shredding event programs.  Infoshred LLC reserves the right of first refusal.