Waste Hauling Master Service Agreement
This Waste Hauling Services Agreement (the “Agreement”) is made as of the timestamped agreement date (“Effective Date”) by and between Wayste Inc., a Delaware corporation doing business as Sourgum, located at 30 Montgomery St, Suite 1330, Jersey City, NJ 07302 (“Sourgum” or the “Company”) and the Hauler (“Hauler,” and together with Sourgum, the "Parties", and each, a "Party”).
WHEREAS, Company is in the business of providing logistics and other waste management services for Company clients and engages independent waste hauling companies to fulfill certain waste hauling services;
WHEREAS, Hauler is in the business of operating vehicles and providing waste hauling services; and
WHEREAS, Company wishes to appoint Hauler as a Service Provider of waste hauling services, and Hauler desires to accept such appointment, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set out herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
Defined Terms. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings set forth in Exhibit A (Definitions) attached hereto and incorporated herein by reference.
Waste Hauling Services. (a) As directed by Company, Hauler shall be responsible for and perform the removal, handling, transportation, and disposal, recycling, or reclamation of the Waste Material from the Company Clients in accordance with all Applicable Laws with the Company’s service procedures and compliance requirements as described in and incorporated by reference into Exhibit B attached hereto (the “Service Procedures and Compliance Requirements”). Hauler acknowledges and agrees that the Service Procedures and Compliance Requirements may include service level expectations, required documentation procedures, and applicable penalties or payment withholdings for noncompliance or failure to meet performance standards. (b) Hauler and its employees shall be properly trained to render the Waste Hauling Services. (c) Hauler shall transport and deliver the Waste Material, with appropriate manifests or shipping documents, to a Designated Disposal Facility, Recycling Facility, or Subsequent Transporter as specified by the Company in a Service Order in Exhibit C attached hereto (“Service Order”). If no facility is designated, Hauler shall select a licensed facility that complies with all Applicable Laws and is authorized to receive, handle, and dispose of the specific Waste Material type. Hauler shall remain solely responsible for any claims, fines, or enforcement actions arising from delivery to such facility. (d) Hauler shall not subcontract or delegate any portion of the Waste Hauling Services without the prior written consent of Company, and shall remain fully responsible for all acts and omissions of any subcontractor or Subsequent Transporter. (e) Hauler shall pump or place the Waste Material into vehicles provided by Hauler when the Waste Material are of a bulk nature, consistent with current operating procedures at the Company Client’s facilities or as otherwise required by any Applicable Laws. (f) While at the Company Client(s), Hauler shall comply with the health and safety regulations and precautions of Company, which are communicated to Hauler as set forth in the Service Procedures and Compliance Requirements. With respect to the removal, handling and transport of Waste Material under this Agreement, risk of loss and all other incidents of ownership shall pass to Hauler at the time Hauler accepts delivery and takes possession and control of the Waste Material. Hauler shall immediately notify Company in the event of any emergency or accident during transport or handling the Waste Material, and shall take all reasonable and necessary response actions. (g) To the extent that Company directs Hauler to be responsible for or perform Waste Hauling Services with regard to Hazardous Waste Material: (g.i) Hauler may, or if required by Applicable Laws shall, obtain a chemical and physical analysis of a representative sample of the Hazardous Waste Material at Hauler’s own expense; (g.ii) upon disposal of Hazardous Material, Hauler shall make available to Company a fully executed Uniform Hazardous Waste Manifest or other shipping document within thirty (30) days of the date that the waste was removed from the relevant Company Client, which shall serve as a certification from Hauler that the Hazardous Material were received; (g.iii) Hauler shall arrange for the removal, transportation and disposal or recycling of Hazardous Waste Material from each Company Client as necessary to ensure compliance with any Applicable Laws. (h) Company will be required to provide the Hauler with new Service Orders for all work performed that is not identified or approved in a prior Service Order. Hauler shall not be obligated to perform any work for which a new Service Order has not been issued. Hauler shall not perform any services unless and until it has received a valid Service Order issued by Company. Any services performed by Hauler without a valid Service Order shall be deemed unauthorized, and Company shall have no obligation to pay for such services. Each Service Order may cover either a single instance of service or a schedule of recurring services, as indicated therein. For Recurring Services, Hauler shall not modify the agreed service frequency, pickup day, or container size without prior written approval from Company. (i) Non-Conforming Wastes: In the event Hauler's examination or testing of the Waste Material determines that the material is Non-Conforming Waste, the Hauler shall notify Company immediately upon discovery of the nature of the nonconformity discuss the following options: (i.i) Rejection of the Non-Conforming Waste and all Waste Material delivered with it. (i.ii) Acceptance of all delivered material; or (i.iii) Rejection of any Non-Conforming Waste and acceptance of the Waste Material delivered with it. (j) Rejected Material. If Hauler rejects all, or any, Waste Material pursuant to this agreement and if such Waste Material is then in Hauler's possession or control, Hauler shall, notify Company by phone immediately and no later than within the same day. If it is jointly decided to return the waste to the Company Client the Hauler shall within five (5) business days after rejection, prepare the material for transportation and return it to the Company Client or to another party specified by Company in writing. Company shall reimburse the Hauler for any reasonable and necessary costs it may incur in handling and storing the material, preparing the Waste Material for transport, and transporting any Waste Material returned pursuant to this agreement. Waste Manifest or other shipping document shall follow the waste on return to the Company Client. (k) Accepted Material. If Hauler accepts all or any Waste Material pursuant to this agreement the Hauler and Company shall cooperate to amend the manifests or other shipping documents to accurately describe the Waste Material. If the Hauler and Company are unable to agree on a mutually acceptable amended waste disposal option within a reasonable time, Hauler may elect to reject the Waste Material pursuant to this agreement. Fully executed Waste Manifest or other shipping document shall serve as a certification from the Hauler that the Waste Material was received and have been properly managed. (l) Hauler shall not be excused from performance due to weather, traffic, or other force majeure conditions unless it notifies Company immediately upon discovery of the condition and provides a commercially reasonable plan to resume or recover performance. Company reserves the right to reassign affected Service Orders to alternate haulers if delays are not addressed to Company’s reasonable satisfaction.
Recycling of Waste Material. To the extent that Company directs Hauler to perform any recycling or reclamation services as regarding the Waste Material, then notwithstanding any other provision in this Agreement, Hauler may arrange for the recycling, reclamation, reuse and/or recovery of any Waste Material without the prior written approval of Company of each specific Waste Material that Hauler seeks to recycle, reclaim, reuse or recover. To the extent that Company issues such a written request for the Waste Material to be recycled, Hauler shall arrange for the recycling, reclamation, reuse and/or recovery of such Waste Material only at a Designated Recycling Facility, if specified by the Company, and Hauler shall take all necessary steps to ensure that such materials are recycled, reclaimed, reused or recovered in accordance with all Applicable Laws. Hauler shall maintain and provide upon request documentation evidencing compliance with this Section, including weight tickets, manifests, or facility certifications.
Insurance. (a) Hauler shall procure and maintain at their own expense, the following types of insurance in at least the minimum limits set forth below. All insurance policies described in this Section 4(a) shall be primary and non-contributory to any insurance maintained by Company. (i) Workers’ Compensation Insurance in accordance with all applicable statutory requirements; (ii) Employers Liability with minimum per occurrence limit of $1,000,000; (iii) Commercial General Liability written on an occurrence form basis with minimum liability limit of $1,000,000 per occurrence and $2,000,000 aggregate limit. Coverage shall include bodily injury, personal injury and death, property damage, contractor’s liability coverage, contractual liability coverage and completed operations coverage; (iv) Commercial umbrella/excess liability coverage not less than $1,000,000; and (v) Commercial Automotive Liability with a minimum per occurrence limit of $1,000,000. (b) Company reserves the right to require Hauler, on a case-by-case basis, to maintain additional insurance coverage or higher limits, including, but not limited to, Pollution Liability or Professional Liability Insurance, where the nature, location, or scope of services warrants such protection, or where such coverage is customary and reasonably obtained in connection with similar services. Any such request shall be communicated in writing and may be made a condition of performing specific Service Orders. (c) Hauler waives, and shall ensure its insurers waive, any rights of subrogation against Company, its affiliates, officers, directors, and employees for any claims covered or that should have been covered by the required insurance policies, including without limitation workers’ compensation. (d) Prior to commencing services, and upon renewal or request, Hauler shall furnish Company with certificates of insurance evidencing compliance with the requirements of this Section. Certificates shall name Company as a certificate holder and state that coverage will not be canceled or materially modified without at least thirty (30) days’ prior written notice to Company. (e) The insurance requirements set forth in this Section shall not limit Hauler’s liability under this Agreement or Company’s right to indemnification or reimbursement for losses not covered by insurance. Hauler remains fully liable for any uninsured or underinsured amounts, including those in excess of applicable policy limits.
Hauler Warranties. Hauler warrants and represents to Company as follows: (a) Hauler shall perform all Waste Hauling Services required under this Agreement in compliance with Applicable Laws, in accordance with all Company Client on-site policies, and in a manner which will not increase risk of harm to Company’s Client’s employees, Company’s Client’s premises, the public health or the environment. (b) Where Company is charged based on the weight of the Waste Material or by any means other than the yardage of the container requested or placed on site, Hauler shall not commingle or combine any Waste Material of Company with the waste of any other party without Company’s prior written approval. This restriction does not apply when pricing is based solely on container yardage. Hauler may deliver Waste Material to any licensed facility that complies with all Applicable Laws, unless Company has expressly identified a Designated Disposal Facility or Designated Recycling Facility in writing, in which case Hauler shall deliver Waste Material only to such designated facility. (c) Hauler understands the hazards which are presented to persons, property, and the environment in providing the Waste Hauling Services under the Agreement, and Hauler has the requisite experience, facilities, equipment and qualified personnel, and the legal authority to perform all aspects of the Agreement. (d) Hauler shall render the Waste Hauling Services in a manner consistent with the level of care and skill ordinarily exercised by members of the waste removal/transport/disposal industry. (e) Hauler has obtained, and shall maintain in effect, all final, provisional, or interim permits, licenses, certificates or approvals required for performance of all Waste Hauling Services under the Agreement in compliance with Applicable Laws. Hauler shall give Company prompt notice of the modification, revocation or cancellation of any permit, license, certificate or approval required for the performance of Waste Hauling Services under the Agreement; at a minimum, such notification will be given orally, and shall be confirmed in writing within five (5) days. (f) Any transport or working vehicles used by Hauler to perform Waste Hauling Services hereunder shall be licensed and permitted as required by Applicable Laws. Any Designated Disposal Facility or Designated Recycling Facility which is owned or operated by Hauler has been issued all final, provisional, or interim permits, licenses, certificates or approvals required for acceptance, storage, treatment, recycling, reclaiming or disposal of the Waste Material in compliance with Applicable Laws. (g) In addition to Hauler’s customary warranties, any express warranties set forth in this Agreement, any statutory warranties or any warranties implied by law, Hauler expressly warrants that all of the Waste Hauling Services rendered under this Agreement all services, including the Waste Hauling Services, performed for Company shall be performed in a competent, workmanlike manner. (h) These warranties shall survive inspection, test, delivery, acceptance, use and payment by Company and shall insure to the benefit of its successors, assigns, and customers. These warranties may not be limited or disclaimed. Remedies for breach of warranty shall be cumulative and not exclusive of any other remedies provided at law or in equity. To verify compliance with this Section, Company shall have the right, upon reasonable notice and during normal business hours, to audit Hauler’s records relevant to the performance of the Waste Hauling Services, including manifests, weight tickets, permits, insurance certificates, training records, and any other documentation reasonably related to compliance with Applicable Laws or this Agreement. Hauler acknowledges and agrees that Sourgum does not own, operate, or control the sites at which Hauler performs services, and assumes no responsibility for site safety, conditions, or suitability. Hauler is solely responsible for its personnel’s safety and compliance with applicable health and safety regulations.
Mutual Indemnification. (a) Hauler agrees and shall indemnify, defend, and hold harmless Company, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the “Sourgum Indemnitees”) from and against any and all losses, damages, claims, liabilities and expenses, including, but not limited to fines, penalties, judgments, costs, and expenses (including reasonable attorneys’ fees and investigation costs) arising out of or relating to: (i) Any negligence or willful misconduct of Hauler or its employees or agents (including any Subsequent Transporters); (ii) Any failure of Hauler, or its employees or agents (including any Subsequent Transporters) to comply with Applicable Laws relating to services and activities, including the Waste Hauling Services, undertaken by Hauler pursuant to the Agreement; (iii) Any breach of this Agreement or violation of Applicable Laws, permits, or regulations by Hauler or its employees, agents, subcontractors, or Subsequent Transporters; (iv) Any breach by Hauler or its employees or agents of any representations or warranties under this Agreement; (v) Any injury, sickness or death of any person (including, but not limited to employees and agents of Company Clients; and including, but not limited to, Hauler’s own employees, contractors, or agents, whether or not covered by workers’ compensation insurance or in excess of policy limits), damage or loss or destruction of any property (including, but not limited to property of Company Clients and its respective employees and agents) or contamination of, damage to or other adverse effect upon the environment or violation of Applicable Laws to the extent resulting from or arising out of the performance of the Waste Hauling Services by Hauler or its employees or agents (including any Subsequent Transporters); (vi) Any actual or alleged spill, release or emission of Waste Material occurring after such waste materials are under the possession and/or control of the Hauler (including any Subsequent Transporters); Any actual or alleged spill, release, emission, discharge, misclassification, or improper handling, transportation, storage, or disposal of Waste Material, whether hazardous or non-hazardous, occurring while such materials are in the possession or control of Hauler or any Subsequent Transporter, including any resulting contamination of the environment or violation of environmental law, regardless of whether Hauler maintains pollution or environmental liability insurance. (vii) Any claims or costs for environmental investigation, remediation, or other response activities at any waste disposal, handling, storage, or treatment facility owned or utilized by Hauler (including, but not limited to the Designated Disposal Facilities or Designated Recycling Facilities) with respect to the Waste Material under any Applicable Laws; (viii) Any claim, loss, or liability for which Company’s insurance is triggered as a result of Hauler’s acts or omissions, including without limitation reimbursement of deductibles, self-insured retentions, uncovered losses, legal fees, or increased insurance premiums; (ix) Any regulatory, civil, or criminal investigation, fine, penalty, or enforcement action related to Hauler’s performance of the Waste Hauling Services, including issues involving permitting, manifesting, documentation, or compliance; (x) Any failure by Hauler to comply with applicable safety laws, rules, and regulations (including but not limited to OSHA, the New York Labor Law, or equivalent), including failure to implement required protections for its workers and others. Hauler shall also indemnify Company for any losses, claims, fines, or expenses (including attorneys’ fees) arising from enforcement of such laws or related acts or omissions by Hauler, its officers, employees, subcontractors, suppliers, or materialmen; and (xi) Any claim, investigation, loss, or liability (including regulatory fines or damages to third parties) arising out of or relating to a data breach, cyberattack, unauthorized access, or other security incident involving Confidential Information, systems, or platforms, to the extent such event was caused by the negligence, recklessness, or failure to follow security protocols by Hauler, its employees, contractors, or agents. For clarity, Hauler agrees that it shall not hold Company liable or seek contribution for any such event resulting from its own systems, access, or conduct. (xii) This indemnity shall be in addition to, and not in limitation of, any rights of common law indemnity. If any portion of this indemnity is found void or unenforceable, it shall be deemed to conform to the maximum extent permitted by law. (b) Company shall indemnify, defend, and hold harmless Hauler, its affiliates, and their respective officers, directors, employees, and agents (collectively, the “Hauler Indemnitees”) from and against any and all losses, damages, liabilities, claims, fines, penalties, judgments, costs, and expenses (including reasonable attorneys’ fees and investigation costs) arising out of or relating to: (i) Any negligence or willful misconduct of Company or its employees or agents, (ii) Any failure of Company, or its employees or agents to comply with Applicable Laws relating to activities undertaken by Company pursuant to the Agreement (iii) Any material breach of this Agreement by Company or its employees or agents, (iv) Any breach by Company or its employees or agents of any representations or warranties under this Agreement. (c) The rights and remedies of Company shall be cumulative and in addition to any other rights or remedies provided by law or equity. A waiver by Company of any right or remedy shall not affect any rights or remedies subsequently arising under the same or similar clauses. Except as set forth in this Agreement, any attempt to limit the party’s remedies or the amount and types of damages it may seek shall be null and void. The failure to insist upon the performance of any term or condition hereof, or to exercise any right hereunder shall not be construed as a waiver of the future performance of any such term or condition or the exercise in the future of any such right.
Term and Termination. This Agreement shall remain in effect until terminated in accordance with this Section. Either party may terminate this Agreement upon thirty (30) days’ written notice to the other Party. Company may also terminate any individual Service Order for Recurring Services, with or without cause, with at least thirty (30) days’ written notice, without terminating this Agreement. Hauler shall continue to provide service during the notice period unless otherwise instructed by Company. Company reserves the right to cancel any Service Order at any time. For one-time or non-recurring Service Orders, Company may cancel without liability at any time prior to the commencement of performance by Hauler. For purposes of this Agreement, “commencement of performance” means the point at which Hauler has begun physically performing hauling services in relation to the specific Service Order. Scheduled or accepted status alone shall not constitute commencement of performance. For Recurring Services, Company may cancel any Service Order upon written notice at any time. If Hauler has already commenced performance under the applicable billing cycle (e.g., a weekly or monthly service term), Company shall be responsible for paying only for services rendered through the effective date of termination. No cancellation fees, container removal charges, or early termination penalties shall apply, unless expressly agreed to in the applicable Service Order. If Hauler terminates this Agreement or any individual Service Order prior to completing an outstanding one-time Service Order or prior to the expiration of the term for any Recurring Service Order, Hauler shall, at Company’s sole discretion, either (i) continue performing the applicable services through the earlier of (a) the completion of such Service Order(s) or (b) thirty (30) days following the date of Hauler’s notice of termination, unless otherwise agreed in writing by Company; or (ii) reimburse Company for the reasonable and necessary costs incurred in transitioning services to a new hauler, including liquidated damages equal to the remaining contract value of the affected Service Order(s), calculated based on the agreed monthly rate multiplied by the number of months (or partial months) remaining in the stated term. These liquidated damages are not intended as a penalty, but as a good faith estimate of Company’s costs associated with service disruption, transition, and potential pricing increases from alternate vendors. The expiration or termination of this Agreement or any Service Order shall not affect any obligations which, by their nature or as expressly stated herein, are intended to survive, including but not limited to those outlined in Section 14 (Survival).
Payment and Consideration. Payment shall be made in accordance with the terms set forth in each applicable Service Order. Company reserves the right to withhold payment in the event of a disputed charge, incomplete performance, or breach of this Agreement. For Recurring Services, Hauler shall invoice Company monthly in arrears, following completion of that month’s services, unless otherwise agreed in writing. All invoices shall be issued only after the applicable services have been completed. Pricing for Recurring Services shall be fixed for the first twelve (12) months from the Service Order start date. Thereafter, Hauler may propose price increases no more than once annually, which shall not exceed the lesser of five percent (5%) or the percentage increase in the Consumer Price Index (CPI) for All Urban Consumers (CPI-U), U.S. City Average, all items (not seasonally adjusted), as published by the U.S. Bureau of Labor Statistics, measured using the most recently published 12-month period at the time of the proposed increase, unless otherwise agreed in writing by Company. Any proposed increase must be submitted to Company in writing at least thirty (30) days in advance and shall not take effect unless expressly approved by Company in writing. Payment terms are net sixty (60) days from the date Company receives a valid invoice accompanied by all required supporting documentation. Each invoice must clearly reference the applicable Service Order, service location(s), PO number, and service dates covered. Invoices lacking any of the foregoing may be rejected or subject to delay. All invoices and supporting documentation must be submitted through Company’s designated platform in accordance with the procedures described in Exhibit B. Company shall have no obligation to pay any invoice submitted outside of the platform. Notwithstanding the foregoing, Company may, in its sole discretion, elect to accept and process invoices submitted by other means on a one-time or case-by-case basis. Any such accommodation shall not constitute a waiver of this requirement or establish a course of dealing. Company reserves the right to reject or require resubmission through the platform at any time. Hauler must submit a valid invoice and all required supporting documentation to Company within thirty (30) days of completing the applicable services. Failure to do so shall constitute a waiver of Hauler’s right to payment for those services, and Company shall have no obligation to pay any amount thereafter. Notwithstanding the foregoing, Company may, in its sole discretion, elect to pay such untimely invoices in full or in part. Any such payment shall not constitute a waiver of this provision or establish a course of dealing or precedent.
Independent Contractor. Hauler shall be an independent contractor and not an employee, partner, or agent of the Company in the performance of its obligations under this Agreement. Company and Hauler are not and shall not be considered joint ventures or partners and none of those parties has the power or authority to bind, obligate or act on behalf of the other parties.
Non-Exclusive. Company shall have the right to use the services of any other hauler, haulers, contractor, or contractors of its choice. Hauler shall have the right to refuse to perform any proposed Service Order offered by Company. Additionally, Hauler shall have the right to perform Waste Hauling services for companies other than Company, at its sole discretion.
Non-Circumvention Covenant. The Parties acknowledge that Company uses substantial labor and effort to connect Company Clients with Haulers. Hauler represents and warrants that it will not circumvent or attempt to circumvent Company or this Agreement, or in any way provide services for Company Clients directly outside of this Agreement, without Company’s prior written consent (“Non-Circumvention Covenant”). Hauler shall notify Company within two (2) business days if any Company Client attempts to solicit Hauler’s services directly. Should Hauler breach its Non-Circumvention Covenant, Hauler shall pay Company a one-time fee equal to the greater of: 1) twenty-five percent (25%) of the Hauler’s estimated annual compensation from all Hauler Work calculated by Company based on previous Service Orders or the estimated annual value of Company’s contract with the applicable Company Client (if any); or 2) $10,000 as liquidated damages. The payment of such liquidated damages shall not be construed as a waiver of, or limitation on, any other rights or remedies available to Company, including the right to seek injunctive relief or additional monetary damages.
Non-Solicitation Covenant. In light of Hauler’s access to Confidential Information and position of trust and confidence with Company, each Hauler agrees that, during the Term of this Agreement and continuing for a period of two (2) years thereafter, Hauler shall not, directly or indirectly, themselves or through one or more of any of their Affiliates, (a) hire or solicit, or encourage any other Person to hire or solicit, any individual who has been employed by Company or any Company subsidiary within three (3) years prior to the date of such proposed hiring or solicitation, or encourage any such individual to leave such employment, or (b) solicit or entice, or attempt to solicit or entice, any clients, customers, or suppliers of the Company or any Company Subsidiary for purposes of diverting their business or services from the Company.
Assignment. This Agreement is not assignable by either party, in whole or in part, without the prior written consent of the other (which consent shall not be unreasonably withheld) and any attempted assignment without such consent, whether by operation of law or otherwise, shall be void, except that this Agreement shall bind and inure to the benefit of the successors and assigns of the respective parties hereto.
Survival. Subject to the limitations and other provisions of this Agreement: (a) the representations and warranties of the Parties contained herein will survive the termination of this Agreement; and (b) Sections 6 (indemnification), 11 (non-circumvent), 12 (non-solication) and 16 (confidentiality) of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive such termination.
Compliance with Quality Procedures. Hauler shall be responsible for ensuring that it and its employees, agents and Subcontractors comply with Company’s quality and environmental policy and all applicable Company Client safety policies, procedures or requirements. A copy of which will be provided upon request, at all times that such personnel are on Company's Client’s premises.
Confidentiality. Hauler shall not disclose, disseminate, or otherwise make available any non-public information relating to the Waste Hauling Services provided under this Agreement—including, without limitation, the pricing, rates, terms, or other financial arrangements between the Parties—or any other confidential or proprietary information of Company, without the prior written consent of Company. This obligation shall not apply to information that: (i) is or becomes publicly available through no breach of this Agreement by Hauler; (ii) is rightfully obtained by Hauler from a third party authorized to make such disclosure; or (iii) is required to be disclosed pursuant to a valid court order, subpoena, or governmental authority, provided that, to the extent legally permissible, Hauler gives Company prompt written notice of such requirement and cooperates with Company in seeking a protective order or other appropriate remedy. Upon termination of this Agreement, Hauler shall return or destroy all Confidential Information, including copies, within ten (10) business days.
Entire Agreement. This Agreement constitutes the entire agreement between the parties. It supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written, with respect to the subject matter hereof, and has been induced by no representations, statements, or agreements other than those expressed in this Agreement. No amendment to this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. In the event of a conflict between the terms of this Agreement and any Service Order, exhibit, or addendum, the terms of this Agreement shall prevail, except where such other document expressly identifies the specific conflicting term and states that it is intended to override this Agreement, in which case the override shall apply solely with respect to that Service Order.
Governing Law. The rights and obligations of the parties and the terms identified in this Agreement shall be governed by and construed in accordance with the domestic laws of the State of New Jersey, without regard to the State of New Jersey's conflict of laws rules. Any legal or equitable actions arising out of or relating to any terms of this Agreement shall be brought only in federal or state courts in New Jersey. The parties agree that such court shall have personal jurisdiction over the parties.
Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
Other Provisions. Any failure of any party to enforce any provision of this Agreement at any time shall not be construed as a waiver of that provision or the right to enforce future violations. If any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be enforceable. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be against any party.
EXHIBIT A: DEFINITIONS
Applicable Laws. For the purposes of this Agreement, the term “Applicable Laws” shall mean any and all federal, state, and local laws, regulations, rules, and ordinances governing the activities described generally in this Agreement, including, without limitation the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, Clean Water Act, and Hazardous Material Transportation Act; regulations of the U.S. Department of Transportation, U.S. Environmental Protection Agency and Occupational Safety and Health Administration.
Authorized Representative. For the purposes of this Agreement, the term “Authorized Representative” shall mean the person designated by a party to this Agreement to represent and act for the designating party, to have authority to make binding and enforceable decisions for the designating party, and to accept service on behalf of the designating party of all notices which are permitted or required by this Agreement.
Designated Disposal Facility. For the purposes of this Agreement, the term "Designated Disposal Facility" shall mean a facility which the Parties designates or approves of in writing as the primary facility or alternate facility authorized to receive, store, treat, or dispose of Waste Material. A Designated Disposal Facility shall fail to qualify as such if it fails to be, at any time, or in compliance with all Applicable Laws with all required permits, licenses, certificates or approvals.
Designated Recycling Facility. For the purposes of this Agreement, the term "Designated Recycling Facility" shall mean a facility which the Parties designates or approves of in writing as the primary facility or alternate facility authorized to recycle, reclaim or recover Waste Material. A Designated Recycling Facility shall fail to qualify as such if it fails to be, at any time, in compliance with all Applicable Laws and has been and is in compliance with all required permits, licenses, certificates or approvals required. Hauler shall note the Designated Recycling Facilities for each Company Client after Hauler receives approval in writing from Company’s Authorized Representative.
Hazardous Material. For the purposes of this Agreement, the term "Hazardous Material" shall include but shall not be limited to any substance, material, or waste that is regulated by any federal, state, or local government authority because of toxic, flammable, explosive, corrosive, radioactive, or other properties that may be hazardous to human health or the environment, and any other special toxic, or hazardous substances, materials, or wastes of any kind, including without limitation those now or hereafter defined, determined, or identified to be "hazardous substances," "hazardous materials," "toxic substances," or "hazardous wastes."
Subsequent Transporter. For the purposes of this Agreement, the term “Subsequent Transporter” shall mean a transporter owned or operated by a third party which Company designates or accepts in writing as a transporter other than the contractor authorized to receive Company’s Waste Material for transporting to a Designated Facility. Company shall have the right, but not the obligation, to revoke and withdraw its approval of a Subsequent Transporter upon notice to the Hauler if, in Company’s reasonable judgment, the Subsequent Transporter is not in compliance with all Applicable Laws or otherwise fails to conduct its operations in accordance with industry standards.
Solid Waste Material. For the purposes of this Agreement, the term “Solid Waste Material” shall mean any and all waste, including without limitation, trash, refuse and other solid or liquid waste.
Non-Conforming Waste. Any Waste Material which, unknown to Hauler at the time of acceptance: (i) Is materially inconsistent with the descriptions, limitations or specifications stated or referenced in the Waste stream profile and any such inconsistency either: (1) substantially increases the nature or extent of the hazard or risk or cost and expenses, undertaken or incurred by the Hauler in performing the services specified in the subject Service Order; or (2) prohibits or prevents the Waste Material from being disposed, stored, recycled, reclaimed or treated at the Designated Disposal Facility. (ii) Contains constituents or components substantially different from those identified or referenced in the Waste stream Profile; or (iii) Is a hazardous material and is improperly packaged or identified.
Used Oil. For the purposes of this Agreement, the term “Used Oil Waste Material” shall mean any “used oil” as that term is defined at 40 CFR 279.1.
Hazardous Waste. For the purposes of this Agreement, the term “Hazardous Waste Material” shall mean any and all Hazardous Material, and any containers used for the removal, handling, and disposal of any such waste.
Waste Material. For the purposes of this Agreement, the term “Waste Material” shall mean any and all Solid Waste Material, Universal Waste Material, Used Oil Waste Material and Hazardous Waste Material.
Waste Stream Profile. The document prepared and signed by the Authorized Representatives of Company and the Hauler, which identifies Company's Client Waste Material and describes the general composition and characteristics of Company's Client Waste Material.
Waste Hauling Services. For the purposes of this Agreement, the term “Waste Hauling Services” are the services that are provided by Hauler as directed by Company hereunder, and include the handling, removal, transportation, and disposal of Waste Material which may include one or more of the following: Solid Waste Material, Universal Waste Material, Used Oil, and Hazardous Waste.
Other Services. For the purposes of this Agreement, the term “Other Services” refers to the services not covered.
Service Order: Means either: (a) a one-time request for roll-off or other non-recurring services issued by Company, substantially in the form attached hereto as Exhibit C; or (b) a schedule of recurring commercial waste or recycling services at a specific location, substantially in the form attached hereto as Exhibit D. Each Service Order shall specify, at a minimum, the applicable service type, frequency, service location, pricing, and any unique customer requirements. For the purposes of this Agreement, the term “Service Order” shall be deemed to include any document issued by Company and titled “Work Order,” “Scope of Work,” “SOW,” or any similar designation.
Recurring Services: Means waste or recycling collection services performed on a scheduled, ongoing basis (e.g., weekly front-load pickups) under a Service Order specifying regular service intervals.
EXHIBIT B: SERVICE PROCEDURES AND COMPLIANCE REQUIREMENTS
The following documents are incorporated by reference and collectively constitute the Company’s Service Procedures and Compliance Requirements:
These documents may be updated by Company from time to time. Hauler is responsible for reviewing and complying with the most current versions, which will be made available at https://www.sourgum.com/master-service-agreement/ or provided upon request.
EXHIBIT C: SERVICE ORDERS
Service Orders may be transmitted to Hauler by Company via email, through Company’s online platform, or by other written means. Each Service Order, whether for one-time or recurring service, shall specify the details necessary to perform the requested services. Hauler is required to review and confirm receipt of each Service Order before performing the work, unless otherwise agreed in writing or as set forth in this Agreement.
Example: Roll-Off Dumpster Rental Service Order
The following is an example of the fields included in a Service Order for a one-time roll-off dumpster rental:
PO Number: 999,999
Delivery Address: 123 Main Street, Jersey City, NJ 07302
Delivery Date: Tuesday 12/15/2030
Delivery Instructions: Place in driveway on the left side if facing the house.
Size: 20 yard dumpster
Material: Household Items
Haul Rate: $
Dump Rate: $
Subtotal: $
Service Orders of this type may be delivered via email or platform and may require electronic or written confirmation prior to execution, as outlined in Section 2 of the Agreement. Additional fields or requirements may be included at Company’s discretion.
Example: Recurring Service Order
The following is an example of the fields included in a Service Order for recurring services:
Effective Date:
Term:
Delivery Date:
Per Equipment per Site
Quantity
Equipment/Size
Type
Frequency
Service Days
Monthly Rate
Sales Tax%
Monthly Total (price includes all taxes, fees, and charges)
All invoices must be submitted to billing@sourgum.com. Overages and contamination fees will only be paid if supporting photos are provided within 30 days of the event. For site-related issues, promptly contact cam@sourgum.com. This Service Order is governed by Sourgum’s Waste Hauling Master Service Agreement.
Recurring Service Orders may also be transmitted via portal, email, or other written communication. Any changes to service frequency, container size, or pricing must be approved by Company in writing.
Company may update the form and content of Service Orders (including but not limited to formatting, required fields, and delivery method) from time to time at its sole discretion. The most current version of Exhibit C and related Service Order examples shall be maintained and made available at https://www.sourgum.com/master-service-agreement/, and such version shall be deemed incorporated herein by reference and binding upon Hauler.
Version: 5. Last Updated: 07/30/2025
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