HomeMy WebLinkAbout26 - General Services - Tear It Up, LLC - Standard Service Agreement Tear It Up, LLC
Standard Service Agreement
In consideration of the promises and agreements made by and between
�A(&4kc Of larb � , ", �-r\ DgpdA lient)
and Tear It Up, LLC (the Contractor in this greement, the parties agree as follows:
1. Description of Services. Contractor shall provide on-site shredding services as follows:
a. Security Bins: Contractor shall provide on-site security bins for Client to deposit
and store material and records for shredding ("Client's Materials"). Unless
otherwise indicated, the security bins remain the property of Contractor and shall
be provided to Client free of any lease or rental charge during the term of this
Agreement. Upon termination of this Agreement, Client shall promptly return the
security bins to Contractor
b. On-site Shredding: Client may schedule regular service with Contractor or
contact Contractor when the security bin(s) require emptying (shredding). Upon
arrival, a representative of Contractor will take the security bin to Contractor's
mobile shredding truck and shred the contents of the security bins (Client's
Materials) to a P-4 DIN level.
c. Confirmation of Shredding: Upon completion of the shredding (emptying of the security bins and
destruction of Client's Materials), Contractor's representative will confirm the destruction of Client's
Materials by shredding with an invoice that also serves as a Certificate of Destruction and weight ticket
identifying the amount of Client's Materials destroyed. The representative will return the security bin(s)
to their original storage location.
d. Chain of Custody: Contractor shall obtain a written signature, via invoice, for each pickup, signed by
both the Client and Contractor's representative, verifying transfer of Client's Materials into Contractor's
custody for destruction.All Client Materials shall be transported in locked containers at all times until
destruction is completed.Access to security bins, containers, and shredding equipment shall be strictly
limited to Contractor's trained and authorized personnel.
2. Rates and Payment. Client shall pay the current rate for Contractor's services: Contractor will submit
invoices on the same day as service, and all invoices are due and payable within 30 business days. Client
shall pay 1.5% of the outstanding amount per month for any invoices that are 30 days or more past the invoice
date. Client shall be liable for any reasonable collection charges incurred by Contractor, including attorney fees
and costs, in collecting any outstanding accounts with Client.
3. Term and Termination of Agreement. This Agreement shall serve for the following term and terminate as
indicated below:
Upon termination or expiration of this Agreement for any reason, Contractor shall, at Client's written election,
either (a) securely destroy all remaining Client Materials in accordance with the terms of this Agreement and
provide Client with a final certificate of destruction invoice, or (b) return all remaining Client Materials to Client
in a secure manner. Contractor's confidentiality obligations shall continue to apply until such destruction or
return has been completed.
4. Client's Obligations.
a. Security Bins; Responsibility for Storage: Client shall provide Contractor access to the security bins
and identify an appropriate route for the conveyance of the security bins to Contractor's mobile
shredding truck. Client is responsible at all times for the security of the security bins and the contents of
the security bins (i.e. Client's Materials) until Contractor arrives to transport the material to Contractor's
mobile shredding truck. Contractor does not assume liability for the storage of Client's Materials by
providing the security bins.
b. Removal of Binding Materials: Contractor's equipment can safely process staples and paperclips.
However, Contractor's equipment cannot safely process other cardboard, steel or plastic binding
products ("Unpermitted Binding Materials"). Client agrees to remove all Unpermitted Binding Materials
from Client's Materials prior to depositing Client's Materials in the security bins. Contractor will
endeavor to locate and remove any Unpermitted Binding Materials from Client's Materials prior to
shredding. However, Client shall be responsible for any damage or disfigurement of the shredding head
on Contractor's equipment caused by Unpermitted Binding Materials on Client's Materials, and Client
agrees to reimburse Contractor the reasonable cost of repairing or replacing the shredding head.
Contractor will provide a detailed list of Unpermitted Binding Materials to Client upon request.
5. HIPAA and Regulatory Compliance. Contractor shall comply with all document destruction requirements of
the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") in the handling and shredding of
Client's Materials. If Client's Materials include protected health information ("PHI") as defined under HIPAA, the
parties shall execute a Business Associate Agreement ("BAX) as required by law, and Contractor agrees to
comply with all applicable HIPAA privacy and security rules in connection with such PHI. In addition, Contractor
shall comply with all other applicable federal and state laws governing the handling and destruction of
confidential information, including but not limited to the Gramm-Leach-Bliley Act ("GLBA") for financial records,
and any other industry-specific regulations applicable to Client's Materials.
6.Confidentiality of Client's Materials. Contractor acknowledges and understands that Client's Materials are
confidential, proprietary, and/or highly-sensitive from which Client may derive substantial value. Contractor
further acknowledges and understands that Client may have independent legal or ethical obligations to
maintain the confidentiality of Client's Materials and make certain that said materials are properly disposed of
or destroyed. Contractor warrants and represents that it, and its employees, agents and representatives, will:
(a) maintain the confidentiality of Client's materials, (b) destroy said materials as indicated in the Description of
Services above, (c) will refrain from reading or otherwise reviewing Client's Materials, and (d) not use any
information obtained from or through Client's Materials. Contractor further acknowledges that Client's
Materials, and the information that is contained within Client's Materials, remains the sole property of Client.
a. Enforcement of Confidentiality: The parties acknowledge that monetary damages would provide an
inadequate remedy for breach of these confidentiality obligations, and therefore agree that, in the event
of such breach, Client shall be entitled to equitable relief, including injunctive relief, in addition to such
remedies as may be available at law.
b. Term of Confidentiality:This confidentiality provision shall survive the termination of this Agreement,
and the obligations hereunder shall continue for one (1) year after the termination of this Agreement.
7. Limitation of Warranty, Liability and Indemnification
Except as otherwise expressly set forth in this agreement, contractor, its members, employees, and
representatives make no representations and extend no warranties of any kind, either express or implied,
including but not limited to warranties of merchantability or fitness for a particular purpose.
In no event shall contractor, its members, employees, or representatives be liable for incidental, special, or
consequential damages of any kind, including economic damage, injury to property, or lost profits.
In the event contractor is determined to have been negligent in the performance of its obligations under this
agreement, contractor's total liability shall not exceed the total fees paid by client to contractor during the
twelve (12) months immediately preceding the event giving rise to the claim.
Each party (the "Indemnifying Party") agrees to indemnify, defend, and hold harmless the other party, its
officers, directors, employees, and agents (the "Indemnified party") from and against any and all claims,
damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorney's fees) to the extent
arising out of the indemnifying party's negligence, willful misconduct, or breach of this agreement.
Without limiting the foregoing: (A) Contractor shall indemnify and hold harmless client against claims,
damages, or penalties resulting from contractor's negligent mishandling, loss, or unauthorized disclosure of
client's materials; and (B) Client shall indemnify and hold harmless contractor against claims, damages, or
penalties arising from the contents of client's materials, including but not limited to the inclusion of unlawfully
obtained, non-compliant, or hazardous information or materials.
This limitation and indemnification provision shall not apply to the extent of the indemnified party's sole
negligence or willful misconduct.
8. Insurance. Contractor agrees to carry reasonable policies of insurance including without limitation a workers'
compensation insurance policy, and a commercial general liability policy of insurance for reasonable and
foreseeable negligent acts of Contractor and in reasonable amounts. In addition to the foregoing, Contractor
shall maintain Cyber and Data Breach Liability Insurance with limits of not less than $1,000,000 per claim,
covering costs associated with the unauthorized access, disclosure, or loss of Client's confidential information,
including notification expenses, credit monitoring, regulatory defense, and remediation. Contractor will provide
a copy of certificates of insurance to client upon request.
9. Independent Contractor Relationship. Contractor's relationship with Client is that of an independent
contractor, and nothing in this Agreement is intended to or should be construed to create a partnership,
agency, joint venture or employment relationship. Contractor is not authorized to make any representation,
contract or commitment on behalf of Client unless specifically requested or authorized in writing to do so by
Client. Contractor is solely responsible for, and will file, on a timely basis, all tax returns and payments required
to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services
and receipt of fees under this Agreement. No part of Contractor's compensation will be subject to withholding
by Client for the payment of any social security, federal, state or any other
employee payroll taxes.
(a) Workers' Compensation. Contractor is solely responsible for obtaining workers'compensation
insurance for Contractor or Contractor's employees or agents as required by law. Contractor shall
provide Client with verification of workers' compensation insurance coverage, upon request.
10. Miscellaneous Provisions.
a.Assignment. Neither party has the right to assign, pledge or otherwise transfer its rights or duties
under this Agreement.Any attempt by either party to do so without the prior written consent of the other
shall be void and ineffective.
b. Entire agreement. This instrument constitutes the entire agreement between the parties. No party
shall be bound by any statements, promises, understandings, conditions, warranties, or
representations, oral or written, not contained in this agreement.
c. Modification of agreement. No modification of this agreement shall be valid or binding unless the
modification is in writing, signed by both parties to this agreement.
d. Waiver. No waiver of any provision of this agreement shall be valid or binding unless the waiver is in
writing, signed by the party waiving the provision. The failure of any party to this agreement to exercise
any right or remedy provided for in this agreement or to insist upon the strict performance of any
provision of this agreement shall not be a waiver of that party's right to exercise that right or remedy or
insist upon the strict performance of that provision in the future.
e. Severability of invalid provisions. If any provision of this agreement is declared or becomes invalid,
unenforceable or contrary to law, the parties agree that the provision shall be severed from the
remaining provisions of this agreement and shall not affect the validity or enforceability of the other
provisions of this agreement.
I f. Notice.Any notice that this agreement requires or permits to be delivered to any person shall be in
j writing and shall be delivered to such person either personally or by depositing the same in the United
States mails, postage prepaid, addressed to such person at the address set forth at the beginning of
this Agreement, and the notice shall be deemed effective when received. The parties to this agreement
may hereafter designate in writing a different address or person to whom such notice shall be given.
g.Attorneys' Fees. If either of the parties to this agreement institute legal proceedings to enforce the
terms of this agreement,the parties agree that the unsuccessful party to the proceedings shall pay the
reasonable attorney's fees and legal costs of both parties, as they may be approved by the court having
jurisdiction over the proceedings.
h. Corporate action. The parties represent and warrant that each has taken all corporate action
necessary to authorize the execution and performance of this agreement.
i. Applicable law. This agreement shall be governed by and construed in
accordance with the laws of the state of Montana.
j. Jurisdiction and Venue. Each of the parties irrevocably consents to the exclusive personal jurisdiction
of the federal and state courts located in Montana, as applicable, for any matter arising out of or relating
to this Agreement.
Client
Name: elr uve, floae4s
Address: kt A 14. %Ak
VT- Cq-415
Phone: 401v 511
Billing Email: dyl1641k Gka b° '�'a✓�rK • yfe✓
Signature:��A �� Date:
Tear It Up, LLC
PO Box 40
I Three Forks, MT 59752
Bozeman: 406-581-9612 -tearitupbozeman@gmail.com
Missoula: 406-240-7043 -tearitupmissoula@gmail.com
Accounting:406-581-9 13 7,learitupbookkeeping@gmail.com
Signature:
Date: 21Z6126