Master Service Agreement
SERVICES AGREEMENT BY AND BETWEEN
BATTERY SOLUTIONS, LLC AND Customer
This Services Agreement sets forth the terms under which, Battery Solutions, LLC a Delaware Limited Liability Company (“Contractor”) will provide services to Customer (“Customer”). This Agreement is effective as of Effective Date. In consideration of the mutual covenants and agreements hereinafter set forth, Contractor and Customer (each a “Party” and together the “Parties”) agree as follows:
SECTION 1 – DEFINITIONS
- For the purposes of this Agreement, the following terms are defined as set out
- “Action” means a claim, suit, action, allegation, charge, or investigation, in each case brought by a third party, governmental authority or industry body.
- “Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party As used herein, “control” means the power to direct the management or affairs of an entity and “ownership” means the beneficial ownership of fifty percent (50%) or more of the voting equity securities or other equivalent voting interests of an entity.
- “Anti-Corruption Laws” means anti-corruption or anti-bribery Laws, including the United States Foreign Corrupt Practices Act of
- “Deliverables” means any report, code, scripts or software (whether in object or source code form), audio or visual material (including but not limited to, any content, print, images, photos, or digital media), documentation or other material or deliverables of any type provided by Vendor to Stericycle in connection with the Services as well as any related products, know-how, techniques, processes, algorithms, computer programs, databases, user interfaces, encoding techniques, inventions, ideas, concepts, discoveries, improvements, specifications, designs, methods, devices, systems, flow charts, diagrams, drawings, notes, documents or other materials or innovations of any kind (in any medium and in any stage of development or completion) made, conceived of, developed or first reduced to practice by Vendor (including any of its employees, agents or subcontractors), alone or jointly with others, in connection with performing the Services.
- “Law(s)” means any and all laws, treaties, conventions, directives, regulations, rules, ordinances, and judicial decisions in courts and tribunals of competent jurisdiction applicable to the products, Services or a Party, including any subsequent amendments, modifications and revisions thereto, or subsequent versions
- “SOW” means the Statement of Work attached hereto as Exhibit A.
SECTION 2 – CONTRACTOR SERVICES AND RESPONSIBILITIES
2.01 Contractor shall provide the services to Customer in accordance with one or more SOW signed by Contractor and Customer that reference this Agreement (“Services”). Any of Customer’s agents or agents of Customer’s Affiliates may enter into separate SOWs with Contractor for the provision of Services hereunder and such SOWs will become part of this Agreement.
SECTION 3 – PERFOMANCE BY CUSTOMER
3.01 [Insert Customer Requirements, if any]
SECTION 4 – SUBCONTRACTORS
4.01 Contractor may use subcontractors to perform Services pursuant to this agreement. Contractor will be responsible for the acts and omissions of its subcontractors.
SECTION 5 – TITLE AND RISK OF LOSS
5.01 Title and risk of loss for all materials related to the Services, including but not limited to hazardous waste or hazardous materials that are transported by Contractor in accordance with this Agreement shall transfer from Customer to Contractor at the time the materials are transferred onto Contractors vehicles. Title and risk of loss for said materials shall transfer from the Vendor to the destination location upon delivery and unloading of materials at the destination location. Title and risk of loss for all materials, including but not limited to hazardous waste or hazardous materials, that are managed and/or disposed of by Contractor under this Agreement shall transfer to the Contractor at the time said materials, including but not limited to hazardous waste or hazardous materials, are delivered into Contractor’s possession.
SECTION 6 – REPRESENTATIONS AND WARRANTIES
- Contractor hereby represents and warrants to Customer that:
- Due Contractor has full right and power to enter into and perform this Agreement without the consent of any third party, and its performance under this Agreement will not conflict with any other obligation Contractor may have to any other party.
- Standard of Performance. Contractor will perform the Services in a timely, professional and workmanlike manner and with a degree of quality equal to or higher than applicable industry standards for similar services. In addition, the Services and will conform in all material respects with the description and any other requirements set forth in the applicable
- Compliance with Laws. Contractor will ensure that the Services and Contractor’s performance of its obligations under this Agreement comply at all times with all applicable
- Customer hereby represents and warrants to Contractor that:
- Due Customer has full right and power to enter into and perform this Agreement without the consent of any third party, and its performance under this Agreement will not conflict with any other agreement Customer may have to any other party.
- Compliance with Laws. Customer will ensure that it complies at all times with all applicable
SECTION 7 – TERM
7.01 This Agreement remains in effect until terminated in accordance with this Section 7. Customer may terminate this Agreement if Contractor: (a) fails to cure any breach of this Agreement within thirty (30) days after written notice of such breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days thereafter). In addition, either party may terminate this Agreement at any time when there is no SOW in effect for at least one hundred eighty (180) days upon ten (15) days’ advance written notice to the other party. Notwithstanding anything to the contrary, Contractor may terminate this Agreement, including any and all SOWs, for convenience at any time upon ten (15) days’ advance written notice to Customer.
SECTION 8 – PAYMENT
8.01 Customer will pay Vendor the fees set forth in the applicable SOW. All payments are due in U.S. Dollars within sixty (30) days of Customer’s receipt of an invoice. Customer may not withhold amounts disputed while the parties attempt to resolve a dispute. When specified in the applicable SOW, Customer will reimburse expenses incurred by Contractor in performing the Services.
SECTION 9 – LIMITATION OF LIABILITY
9.01 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY WORK AUTHORIZATION, PROVIDED, HOWEVER, THIS LIMITATION OF LIABILITY DOES NOT APPLY TO ANY NEGLIGANCE BY CUSTOMER.
SECTION 10 – EXCUSE OF PERFORMANCE
10.01 The Parties agree that any delay or failure of either party to perform its obligations hereunder, except for the provisions of Section 8, shall be excused if and to the extent caused by acts of God, strikes, fire, flood, windstorm, explosion, riot, war, sabotage, terrorism, or other cause or causes beyond reasonable control of the party affected (“Force Majeure”), provided that prompt notice of such delay or failure is given by such party to the other, and each of the parties hereto shall be diligent in attempting to remove such cause or causes. In the event that the Force Majeure is not rectified within thirty (30) days of the date of such notice, each of the parties shall have the right to terminate this Agreement effective immediately upon written notice to the other party; provided that such termination shall not relieve Customer of the obligation to pay for all services previously rendered.
SECTION 11 – INDEMNIFICATION
11.01 Customer shall indemnify, defend and hold Contractor, its affiliates, subsidiaries and their respective directors, officers, employees, owners, agents and representatives (collectively, “Indemnified Parties”) harmless from and against all third party suits, proceedings at law or in equity, claims, liabilities, costs, payments and expenses (including reasonable attorneys’ fees) asserted against the Indemnified Parties or incurred by the Indemnified Parties, arising out of or in connection with (i) breach, actual or alleged, of Customer’s covenants, representations or warranties contained herein; (ii) any claim for damages to property or injuries to persons, caused by or resulting from the willful or negligent acts or omissions of Customer and/or its representatives.
SECTION 12 – NOTICES
12.01 Any notices required or permitted by this Agreement shall be in writing and addressed to the Party to receive such notice at its corresponding address, as follows:
To Battery Solutions, LLC
4930 Holtz Drive
Wixom, MI 48393
To [Insert Customer Name]
Attention: [Insert Address]
Notices shall be sent by U.S. certified mail, return receipt requested, postage prepaid, or FedEx and shall be deemed given on the date received.
Either Party may change its address set forth above by notifying the other Party of its new address in writing.
SECTION 13 – APPLICABLE LAW/JURISDICTION
13.01 This Agreement will be governed by and construed in accordance with the laws of the State of Michigan as applicable to agreements made and wholly performed within that state and without regard to that state’s conflicts of law principles. The Parties agree that any disputes arising out of or relating to this Agreement shall be resolved in the state or federal courts located in Oakland County, Michigan.
SECTION 14 – MISCELLANEOUS
- This Agreement may not be amended or supplemented, nor any of the provisions hereof waived, except by an agreement in writing signed by both Parties.
- This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns.
- Titles or captions contained in this Agreement are inserted only for convenient reference, and in no way define or limit the scope or intent of this Agreement or any provision hereof.
- Independent Contractor. The Parties agree that Subcontractor is an independent contractor and not an employee, agent, co-venturer, or representative of GOJO and that GOJO will not incur any liability as a result of Subcontractor’s
- Integrated Agreement. This Agreement constitutes the complete integrated agreement between the Parties concerning the subject matter All prior agreements, understandings, negotiations, or representations, whether oral or in writing, relating to the subject matter of this Agreement are superseded and canceled in their entirety.
- If any provision of this Agreement is adjudged to be invalid, void, or unenforceable, the Parties agree that the remaining provisions of this Agreement shall not be affected thereby, that the provision in question may be replaced by the lawful provision that most nearly embodies the original intention of the Parties, and that this Agreement shall in any event otherwise remain valid and enforceable.
- Use of the Singular and the Where the context so requires, the singular shall include the plural and the plural the singular.
- Use of Name and Neither Party may not use the other Party’s name or marks, registered or not, in any of its advertising, other promotional material or proposals.
- The failure of either Party to give notice of non-performance, breach, or termination, or to otherwise enforce any rights hereunder, shall not constitute a waiver of any terms or conditions of this Agreement.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.