SHRED-IT TERMS AND CONDITIONS

Stericycle, Inc., through its business unit Shred-it (“Shred-it”), and the customer named on the Shred-it Order Form ("Order Form"), on behalf of itself and its affiliates, if any, ("Customer") agree that the terms and conditions on the Order Form and these Shred-it Terms and Conditions, which constitute the agreement for Customer’s Shred-it services (the “Agreement”).

1. Services and Locations. Shred-it will supply containers and related equipment (“Equipment”) for the collection and storage of Customer’s paper and other agreed upon materials (“Materials”). The specific number of containers will be determined by Shred-it. Shred-it’s responsibilities include: (i) collecting the Materials on a scheduled and mutually agreed basis, (ii) mechanically destroying the Materials, (iii) providing Customer with a Proof of Service upon reasonable request, and (iv) recycling or disposing of the Materials (collectively referred to as the “Services”). Throughout the Term Shred-it shall exclusively provide the Services to Customer at all of its locations listed on the Order Form (and Attachment A if applicable) and any additional sites agreed upon in writing (the “Locations”). For Locations outside of Shred-it's service territory, the Parties agree that Shred-it will: (a) make commercially reasonable efforts to subcontract services to another NAID certified (or equivalent) shredding services provider; (b) retain responsibility for customer service, communications, billing, and administration for the Customer in the case of subcontracted services; and (c) pass through the cost of the subcontracted services directly to the Customer, along with an agreed upon administrative fee. Should Shred-it be unable to subcontract such services for location(s) outside of its service territory, Customer may, upon receiving written notice from Shred-it, procure shredding services directly from another provider for that territory. Customer agrees to comply with Shred-it’s reasonable operational requirements, subject to modification as needed, concerning Equipment, pickups, volumes, security, secure shredding protocols, access, and similar matters.

2. Term. The initial term of this Agreement (the "Initial Term") shall commence on the Effective Date indicated on the Order Form and last for the number of months specified as the Initial Term on the Order Form. Unless Customer provides at least ninety (90) days' written notice prior to the expiration of a Term that it does not wish to continue with the Agreement, this Agreement will automatically renew for successive terms of the same duration as the Initial Term (each, an "Extension Term"). The Initial Term and any Extension Terms are referred to as the "Term". Upon the expiration or termination of this Agreement, Customer shall pay all outstanding payments owed to Shred-it for Services and products provided prior to the expiration or termination. This may include any additional amounts owed Shred-it, such as a final pickup fee.

3. Pricing. Customer shall pay Shred-it the service fees (“Service Fees”) and surcharges as set forth on this Agreement. Shred-it reserves the right, at its sole discretion, to annually increase the Service Fees on or after each anniversary of the Effective Date in accordance with the Annual Price Increase amount specified on the Order Form. Additionally, Shred-it may adjust or introduce new surcharges as needed. Notice of any new surcharges will be provided to Customer, which may be included on an invoice. When Customer declines or cancels a scheduled service or if a location is closed during a scheduled service, Customer shall pay the Minimum Charge. For any Services beyond the stated quantities, the total charge will be adjusted based on the amount of units serviced at the applicable additional container rate, extra material unit rate, or Shred-it’s current standard list price. Shred-it may further modify the Service Fees to account for operational changes required by changes in law, adjustments to Customer’s service requirements, or otherwise to cover unforeseen significant cost escalation. Customer agrees to pay all ancillary charges as per the then-current Schedule of Ancillary Charges, including, but not limited to the Recycling Recovery Surcharge, Fuel Surcharge, and Environmental Surcharge, available at www.shredit.com. The Schedule of Ancillary Charges is incorporated by reference as if fully set forth herein and is subject to change in Shred-it’s discretion. Shred-it may bill additional charges for each non-compliant container, which includes containers with Prohibited Materials as defined below.

4. Payment Terms. Customer is required to make full payment of each invoice issued by Shred-it within the specified number of days specified on the Order Form, starting from the date of the invoice. Payment should be made using ACH or any other agreed upon method. If Shred-it does not receive payment of the invoiced amount within the stipulated timeframe, a late fee of 1.5% per month will apply to the outstanding balance (or the maximum amount allowed by law, if different). Customer shall reimburse Shred-it for all costs incurred in collecting overdue amounts, including reasonable attorney’s fees. Shred-it reserves the right, with prior notice, to suspend Services until any overdue amounts (including late fees and enforcement and collection costs, if applicable) are paid. If Customer has a legitimate dispute regarding any portion of a Shred-it invoice, Customer must promptly pay the undisputed portion of the invoice in accordance with the terms and conditions of this Agreement and submit a written claim to Shred-it for the disputed amount. Claims must be submitted to Shred-it within ninety (90) days of the invoice date for the relevant Services. Failure to dispute charges within this timeframe waives Customer's right to dispute such charges. Additionally, Customer is responsible for paying all taxes imposed by any governmental authority related to the purchase of any Services and products under this Agreement. This includes all sales, use, excise, occupation, franchise, and similar taxes and tax-like fees and charges, excluding all taxes on Shred-it’s net income. Shred-it will cooperate with Customer to determine the applicability of exemption certificates provided in a timely manner. Customer is not permitted to withhold payment through set-off or counterclaim. Shred-it will issue invoices to Customer in accordance with its standard billing process and is not obligated to adopt Customer’s billing process or any Customer portals. If at Shred-it's discretion, it agrees to deviate from its standard billing process or otherwise use a Customer portal, such agreement may include: (a) Customer agreeing to pay a billing surcharge; (b) Customer reimbursing Shred-it for all fees or other costs associated with using Customer’s portal; and/or (c) Customer accepting any other reasonable requirements set by Shred-it related to non-standard billing processes.

5. Equipment and Prohibited Materials. Customer is responsible for the care, custody and control of any Equipment owned by Shred-it and placed on Customer’s premises. Customer accepts full responsibility and liability for both the Equipment and its contents. In the event of any damage to or loss of the Equipment, excluding normal wear and tear, Customer will be charged the full replacement value. Customer is prohibited from placing Prohibited Materials in the Equipment. “Prohibited Materials” are defined as any items that are not Materials, including but not limited to hazardous waste, batteries, metal (except for incidental metals like staples, paper clips, and binder clips), medical waste, materials that attract pests, or materials that are highly flammable, explosive, toxic, biohazardous, radioactive, illegal, or unsafe. Customer will be liable for any damages resulting from the placement of Prohibited Materials in the Equipment. Shred-it retains the right to retrieve its Equipment from Customer at any time, regardless of the location of the Equipment. Upon expiration or termination of this Agreement, Customer must cease using the Equipment and ensure its availability for the timely return to Shred-it.

6. Termination. Either party may terminate this Agreement, in whole or in part, upon written notice to the other party if the other party breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice of such breach. Nonpayment by Customer of amounts rightfully owed to Shred-it or Customer’s failure to comply with Shred-it polices related to the Services shall constitute a material breach. Either party may terminate this Agreement for convenience by giving the other party at least sixty (60) days’ notice; however, if Customer terminates this Agreement for convenience, whether in whole or in part, Customer shall be required to promptly pay Shred-it (a) all unpaid invoices and any late charges on those invoices; and (b) as liquidated damages and not as a penalty, an amount equal to 50% of Customer’s average monthly charge for the cancelled Services, multiplied by the number of months (including any partial months) remaining until the expiration of the Term.

7. Indemnification. Shred-it shall indemnify and hold Customer harmless from any liabilities damages, claims, penalties, fees, expenses, judgments and costs (including reasonable attorney’s fees and costs) (collectively, “Damages”) from third-party claims arising from Shred-it’s gross negligence or willful misconduct while performing Services under this Agreement. Customer shall indemnify, defend and hold harmless Shred-it and its parents, subsidiaries, affiliates, successors and assigns, and each of their respective shareholders, members, officers, and directors, from all Damages resulting from Customer’s actual or threatened breach of its obligations under this Agreement, including, without limitation, any Damages relating to the Equipment and/or the Materials.

8. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, SHRED-IT WILL NOT BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, FINES, CIVIL PENALTIES, GOODWILL, DATA, THE COST OF REPLACEMENT GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES) ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO SHRED-IT’S BREACH OR ALLEGED BREACH OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF SHRED-IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SHRED-IT’S AGGREGATE LIABILITY, IF ANY, IS LIMITED TO THE AMOUNT OF SERVICE FEES RECEIVED BY SHRED-IT FROM CUSTOMER UNDER THE AGREEMENT DURING THE PRECEDING TWELVE (12) MONTH PERIOD PRIOR TO THE ALLEGED LIABILITY.

9. Warranties. (a) Shred-it will perform the Services in a professional, workmanlike manner, consistent with applicable industry standards. In the event that the Services do not conform to this warranty and Customer notifies Shred-it of such within ten (10) business days of receipt of non-conforming Services, Shred-it’s exclusive obligation and Customer’s exclusive remedy will be for Shred-it to re-perform such Services at no additional cost to Customer. EXCEPT FOR THE FOREGOING, SHRED-IT MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND SHRED-IT SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE SERVICES OR SHRED-IT’S PERFORMANCE HEREIN. (b) Customer represents and warrants that it has full right and authority to enter into and fulfill this Agreement without requiring consent from any third party, and this Agreement does not and will not conflict with any other obligations Customer may have to any other party. Customer further warrants that it is the owner or legal custodian of the Materials and has full authority to permit Shred-it to store, transport, shred, destroy, or otherwise dispose of the Materials and data contained therein in accordance with this Agreement, free from liens, security interests, or other claims of third parties.

10. Compliance Materials. Shred-it grants Customer a limited license to use its compliance materials, whether provided in electronic or printed form solely for Customer’s own, non-commercial use. Shred-it may revoke this license at any time. Customer is expressly prohibited from copying, distributing, using, or republishing Shred-it’s compliance materials for any third party. Upon the expiration or termination of this Agreement, Customer agrees to return all of Shred-it’s compliance materials at Customer’s expense.

11. Confidentiality. Customer and Shred-it agree not to disclose Confidential Information (as defined below) to any third parties and to maintain its confidentiality. The parties will use Confidential Information solely for the purposes of executing this Agreement, and the parties agree that Shred-it may disclose Confidential Information to its subcontractors. As defined herein, “Confidential Information” refers to this Agreement and any information provided by one party to the other in confidence that relates to the disclosing party’s pricing, policies, procedures, property, business and/or affairs, and excludes: (a) information that is or has become available due to disclosure by a third party having a legal right to make such disclosure; and (b) information known to the other party prior to receiving it or developed independently without use of the other party’s Confidential Information.

12. Compliance with Laws. Each party shall comply with all laws, rules and regulations, applicable to its performance hereunder, including anti-corruption, economic, and trade sanctions laws. Shred-it and Customer shall keep adequate books, records and documentation as required by applicable laws, rules, and regulations pertaining to the storage or handling of wastes and the Services hereunder.

13. Excuse of Performance. Except for the payment of any amounts due, in the event either party is prevented, hindered, or delayed from performing any act required under this Agreement due to acts of God, acts of war or terrorism, labor difficulties, civil unrest, legal processes, epidemics or pandemics, power failures, or any similar reasons not directly the fault of such party, or due to actions of the other party or its agents, the performance of such act shall be excused for the duration of that delay and the time for performing such act shall be extended by a period equivalent to the duration of the delay.

14. Governing Law & Dispute Resolution/Agreement to Arbitrate/Class Waiver. Except as otherwise stated in this Agreement, this Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to conflict of law provisions. Any disputes, issues, or controversies arising in connection with or relating to this Agreement in any way whatsoever or between the parties (“Disputes”) that the parties are unable to resolve informally or through mediation or other means shall solely and exclusively be resolved by binding and final arbitration before the American Arbitration Association (“AAA”) in arbitration governed by the Federal Arbitration Act (as the parties acknowledge that the services provided involve interstate commerce) and by means of AAA’s Commercial Arbitration Rules and Mediation Procedures (as amended and effective September 1, 2022) (“AAA’s Rules”). To the extent that AAA’s Rules are subsequently amended, the parties agree that AAA’s Rules will be utilized as they existed on September 1, 2022, unless the parties agree otherwise. Expenses of the arbitration (including compensation of the arbitrator) shall at all times be borne equally by the parties, and administrative expenses shall be borne in the manner specified in Rule R-55 of AAA’s Rules. The parties will, however, bear their own legal fees. All issues of arbitrability will be decided exclusively by the arbitrator.

All Disputes will be determined on an individual, non-class basis, and in no event shall class arbitration be allowed or utilized nor shall the claims of any other party be consolidated with the claims of any Customer in any arbitration conducted under this provision. To the extent permissible under governing law, Customer further agrees to not participate as a party or absent class member in any class action or other representative proceeding against Stericycle or its affiliates. The exclusive jurisdiction and forum for resolution of any Dispute shall be by arbitration, which shall take place in the state where Customer is located at the closest AAA office to the Dispute.

15. Brokers. Shred-it reserves the right to interact solely with Customer and not with any third-party agents acting on behalf of Customer for all matters related to this Agreement. Customer hereby represents and warrants to Shred-it that it is entering into this Agreement on its own behalf and not through the services of a broker or agent. In the event of a breach of this representation and warranty, Shred-it shall have the right to immediately terminate this Agreement and pursue all available legal remedies, including but not limited to seeking liquidated damages as specified herein.

16. Notices. All required notices, or any that the parties may wish to convey under this Agreement, must be in writing and sent to the Customer's address set forth on the Order Form, and in the case of Shred-it, to: Stericycle, Inc. 2355 Waukegan Road, Bannockburn, IL 60015, Attn: Legal Department. Notices shall be effective when received.

17. Miscellaneous. (a) This Agreement constitutes the entire agreement between the parties relating to the subject matter of this Agreement and supersedes any prior agreements or arrangements between the parties for the Services. (b) This Agreement may only be modified by a written amendment signed by an authorized representative of each party. (c) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, permitted assigns, legal representatives, and heirs. Either party may assign this Agreement to an affiliate, a purchaser of all or substantially all of its assets, or to any successor corporation resulting from any merger or consolidation of a party into such corporation. Customer must provide Shred-it with at least ninety (90) days’ written notice of any proposed assignment. (d) Shred-it may subcontract any element of the Services without Customer’s prior express written consent provided Shred-it remains responsible for the provision of such Services. (e) Shred-it’s relationship with Customer is that of an independent contractor, and nothing in this Agreement shall be construed to designate Shred-it as an employee, agent, partner, or a joint venture with Customer. (f) The failure of either party to insist upon the performance of any provision hereof, or to exercise any right granted under any provision hereof, will not be construed as waiving that provision or any other provision, and the provision will continue in full force and effect. All waivers must be in writing and signed by the party waiving its rights. (g) No term or condition contained in a Customer purchase order, invoice acknowledgment, or any other document from Customer shall be binding upon Shred-it unless agreed to by Shred-it in writing. In the event of a conflict between a term or condition contained in a Customer purchase order, invoice acknowledgment, or any other document from Customer and this Agreement, the terms and conditions of this Agreement shall prevail. (h) Each provision of this Agreement must be interpreted in a way that is valid under applicable law. If any provision is held invalid, the rest of the Agreement will remain in full force and effect. (i) No references to Shred-it, its affiliates, trade names, trademarks, service marks, brands, marks, logos, codes, drawings or specifications will be used by Customer in any capacity, including without limitation, Customer’s advertising, promotional efforts or any publicity of any kind, without Shred-it’s prior written consent. (j) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. (k) This Agreement may be executed by electronic copy, and the parties agree that electronic signatures shall have the same effect as original signatures.