P U R G E E X P R E S S, L L C Service Agreement

S T A N D A R D T E R M S A N D C O N D I T I O N S

1. Services to be Performed. PURGE EXPRESS, through its contractual relationship with the Hauler, will provide the Services set forth in the Service Agreement at the Location therein indicated. The Customer hereby authorizes PURGE EXPRESS to subcontract with any licensed Hauler to perform the Services. The Customer specifically acknowledges and agrees that PURGE EXPRESS will broker the Services to a licensed Hauler. Unless otherwise indicated in the Service Agreement, all materials, equipment and vehicles utilized in the performance of the Services will be provided by the Hauler. The Customer specifically agrees that PURGE EXPRESS shall not be liable, jointly or severally, to any person or entity for any acts or omissions by the Hauler which cause any injury or damage of any nature whatsoever.

2. Effective Date. The Service Agreement is effective on the Effective Date. The Customer acknowledges and agrees that the Effective Date may occur prior to the date that the Services are commenced.

3. Term of Service Agreement. The term of the Service Agreement shall extend for three (3) years from the Effective Date. Due to the complexity in planning collection routes and establishing contractual relationships with various waste haulers and disposal facilities, the term of this Service Agreement shall be automatically renewed for successive three (3) year periods without further action by either party. The Service Agreement may be terminated by either party at the end of the initial three (3) year period or any three (3) year renewal period upon written notice, sent by certified mail, return receipt requested, no less than ninety (90) days, but not more than one hundred eighty (180) days, prior to the end of that period.

4. Payment. The Customer is responsible for scheduled payments of PURGE EXPRESS invoices as provided in the Service Agreement. Payments shall be due and payable within ten (10) days of the receipt of PURGE EXPRESS’s invoice. If the Customer fails to make payment in a timely manner, the Customer shall be in breach of the Service Agreement and PURGE EXPRESS shall have the right to discontinue the Services, to retrieve the Hauler’s Equipment, and to commence immediate legal action seeking all amounts due PURGE EXPRESS, plus reasonable attorney’s fees, all filing fees, interest at the maximum rate permitted under the laws of the Commonwealth of Pennsylvania, and all other fees reasonably associated with any collection action.

5. Late Fees/Service Charges. PURGE EXPRESS may charge, and the Customer agrees to pay if so charged, late fees for all past due payments. Late fees shall be calculated at the rate of eighteen percent (18%) per annum of the total amount of the past due charges. The Customer will be charged a Fifty Dollar ($50) fee for each cancelled or returned check, and for all authorized credit card charges which are declined by the card issuer.

6. Rate Adjustments. PURGE EXPRESS reserves the right to adjust its rates hereunder, upon written notice of at least thirty (30) days to the Customer, due to changes outside the reasonable control of PURGE EXPRESS including, without limitation: increased fuel costs, increased landfill charges, changes in regulatory requirements affecting PURGE EXPRESS and the Hauler, the average weight per cubic yard of the Materials (defined below) being above the weight per cubic yard upon which the rates provided in the Service Agreement are based, and pricing fluctuations in the commodities market for recyclable materials.

7. Waste Materials. The Customer agrees that all of the Customer’s waste materials to be collected by the Hauler pursuant to the Service Agreement: (i) shall meet the definition of “Municipal Waste” pursuant to the Pennsylvania Municipal Waste Planning, Recycling and Waste Reduction Act (“Act 101”) and the Pennsylvania Solid Waste Management Act (“SWMA”); (ii) shall not include “Residual Waste” or “Hazardous Waste” as those terms are defined under Act 101 and the SWMA; and (iii) will not contain asbestos. Any waste materials that are not classified as Municipal Waste shall be non-conforming waste (“Non-Conforming Waste”). The Customer must provide a written disclosure to PURGE EXPRESS in the event that the Customer’s waste materials contains Non-Conforming Waste. In the event that the Customer fails to make such disclosure and Non-Conforming Waste is delivered by the Hauler to a disposal facility, all charges associated with the disposal of the Non-Conforming Waste shall be the sole responsibility of the Customer, including, but not limited to, any fines imposed by the Pennsylvania Department of Environmental Protection (“PADEP”), disposal facility monitoring fees, and lost revenue to PURGE EXPRESS. If PURGE EXPRESS or the Hauler makes a reasonable determination that the Customer’s waste materials contain Non-Conforming Waste, the Hauler may, in its sole discretion, and at the Customer’s sole cost and expense, reject and return the Non-Conforming Waste to the Customer.

8. Title to Waste and Recyclable Materials. The Customer’s waste materials (not including Non-Conforming Waste) and recyclable materials shall be referred to as the Customer’s “Materials”. Except as otherwise stated herein, title to the Materials shall pass to the Hauler upon the Hauler’s acceptance of the Materials at the Location. The Hauler will never take title to Non-Conforming Waste, and title to such Non-Conforming Waste shall always remain with the Customer not withstanding the fact that physical possession may have passed to the Hauler. PURGE EXPRESS will never take title to the Customer’s Materials, Non-Conforming Waste or any other classification of waste and/or recyclable material.

9. Hauler’s Equipment. The Hauler’s Equipment shall remain the property of the Hauler. The Customer shall be solely responsible for the cleanliness and safekeeping of the Hauler’s Equipment while in the Customer’s custody and control (which commences at the time that the Hauler’s Equipment is delivered to the Customer). The Customer agrees to not overload by weight or volume, move, or alter the Hauler’s Equipment in any way, and the Customer will take all reasonable precautions to prevent others from doing the same. The Hauler’s Equipment is to be used only for its intended purpose. The Customer will provide unobstructed access to the Hauler’s Equipment on all service days. In the event that the Hauler’s Equipment is not accessible, or if it is overloaded by weight or volume, the Customer will be subject to additional charges. The Customer warrants that the Customer’s right of way is sufficient to bear the weight of the Hauler’s Equipment and the Hauler’s collection vehicles. The Customer further agrees to be responsible for any and all damages (with the exception of reasonable wear and tear) or injuries which occur while the Hauler’s Equipment is under the Customer’s custody and control (which commences at the time that the Equipment is delivered to the Customer), including, but not limited to, fire, arson, theft, vehicle collision, and damages which occur due to the Customer’s failure to properly secure the Hauler’s Equipment.

10. Customer’s Equipment. In the event that Customer owned equipment (the “Customer’s Equipment”) will be utilized during the performance of the Services hereunder, the following provisions will apply. The Customer’s Equipment shall remain the property of the Customer. The Customer shall be solely responsible for the cleanliness and safekeeping of the Customer’s Equipment while in the Customer’s custody and control. The Customer agrees to not overload the Customer’s Equipment by weight or volume and the Customer will take all reasonable precautions to prevent others from doing the same. The Customer will provide unobstructed access to the Customer’s Equipment on all service days. In the event that the Customer’s Equipment is not accessible, or if it is overloaded by weight or volume, the Customer will be subject to additional charges. The Customer shall be responsible for all damages or injuries which occur while the Customer’s Equipment is under the Customer’s custody and control. The Customer shall be solely responsible for all damages, including, without limitation, all PADEP fines, which occur due to leaks in the Customer’s Equipment and the Customer’s failure to otherwise maintain the Customer’s Equipment in full compliance with all local, state and federal regulations.

11. Requests for Services/Contact with the Hauler. All requests for Services outside of regularly scheduled collections must be made through an PURGE EXPRESS representative. The Customer specifically agrees that ALL contact regarding the Services will occur only between PURGE EXPRESS and the Customer.

12. Notice and Opportunity to Cure. PURGE EXPRESS, through the Hauler, shall perform the Services in a workmanlike manner in accordance with industry standards and in compliance with all applicable laws and regulations. The Customer shall give PURGE EXPRESS prior written notice in the event that the Customer believes that PURGE EXPRESS and/or the Hauler has failed to adequately perform under the terms of the Service Agreement. The requirement to provide such notice shall apply, without limitation, to all alleged issues pertaining to required repair of the Hauler’s Equipment. If remedy of the stated deficiency is within the reasonable control of PURGE EXPRESS and PURGE EXPRESS fails to reasonably remedy the stated deficiency within ten (10) days from the receipt of said notice, then the Customer may terminate the Service Agreement. In the event that PURGE EXPRESS reasonably remedies the deficiency, the Service Agreement shall remain in full force and effect.

13. Right of First Refusal. Upon the termination of the Service Agreement, the Customer grants to PURGE EXPRESS a right of first refusal with regard to any offer (“Offer”) which the Customer receives related to waste and recycling collection and disposal services. The Customer agrees to provide to PURGE EXPRESS (a) written notice of any such Offer within three (3) days of receipt of same; and (b) a reasonable opportunity of at least fifteen (15) days to match the Offer in terms of cost, term, and frequency of collection. In the event that PURGE EXPRESS does not advise the Customer of its decision to match the Offer within fifteen (15) days, the Customer shall have no further obligation to PURGE EXPRESS. In the event that PURGE EXPRESS advises the Customer of its election to match the Offer, the Service Agreement shall renew upon the terms set forth in the Offer. This Right of First Refusal is a material part of the Service Agreement, is legally binding upon the Customer and shall not be affected by the Customer’s efforts to consolidate (either nationally, regionally, or locally) collection and disposal services with affiliates of the Customer or to consolidate collection and disposal services with adjacent property owners and/or business owners.

14. Liquidated Damages. In the event that the Customer terminates the Service Agreement prior to the expiration of the initial term or any renewal term, or in the event PURGE EXPRESS terminates the Service Agreement due to the Customer’s breach, the Customer agrees to pay PURGE EXPRESS as liquidated damages a sum calculated as follows: (a) if the remaining term under the Service Agreement is nine (9) or more months, the Customer shall pay the average of its most recent nine (9) monthly charges multiplied by nine (9); or (b) if the remaining term under the Service Agreement is less than nine (9) months, the Customer shall pay the average of its most recent nine (9) monthly charges multiplied by the number of months remaining in the term. The Customer expressly acknowledges that in the event of an unauthorized termination of the Service Agreement or in the event of the Customer’s breach, the anticipated loss to PURGE EXPRESS in such event is estimated to be in the amount set forth above and such estimated value is reasonable and is not imposed as a penalty.

15. Attorney Fees. In the event that any legal action is commenced with regard to the subject matter of the Service Agreement (including nonpayment by the Customer), the parties specifically agree that the prevailing party in such action shall be entitled to have its reasonable attorney’s fees, filing fees, and other costs incurred in said action fully reimbursed by the non-prevailing party. If the Hauler commences an action against PURGE EXPRESS due to the Customer’s nonpayment, the Customer agrees to indemnify and hold harmless PURGE EXPRESS against any loss and to reimburse PURGE EXPRESS for any legal fees associated with such action.

16. Insurance. The Customer warrants and represents that it possesses, and shall maintain during the performance of the Services, general liability and property insurance in commercially reasonable amounts. All such insurance shall be written by a reputable insurance carrier authorized to do business in the Commonwealth of Pennsylvania.

17. Indemnification. The Customer agrees to indemnify and hold harmless PURGE EXPRESS and its present and future employees, officers, directors, owners, members, agents and respective successors from and against any and all liabilities, penalties, fines, forfeitures, demands, claims, causes of action, suits, and costs and expenses incidental hereto (including costs of defense, settlement and reasonable attorney’s fees) which any and all of them may hereafter suffer, incur, be responsible for or pay out as a result of bodily injuries (including death) to any person, damage to any property (public or private), contamination of or adverse effects on the environment, or any violation or alleged violation of statues, ordinances, orders, rules or regulations of any governmental entity or agency, to the extent such are caused by or arise out of breach of any representations or warranties of the Customer, or any negligent act, negligent omission or willful misconduct of the Customer, its employees or agents in the performance of the Service Agreement.

18. Limitation of Liability. In no event shall PURGE EXPRESS, its affiliates, and its officers, members and agents, be liable for lost profits or any special, incidental or consequential damages incurred by the Customer arising out of or in connection with the Hauler, the Services provided hereunder or the Service Agreement.

19. Performance Delays. PURGE EXPRESS shall not be responsible for delays in its performance resulting from weather conditions, other acts of nature, or any other conditions beyond its reasonable control.

20. Permits. The Customer is responsible for securing and payment of all required permits and municipal fees related to the Services unless otherwise stated in the Service Agreement.

21. New Location/Sale of Business. In the event that the Customer moves to a new Location within PURGE EXPRESS’s service area (as determined in PURGE EXPRESS’s sole discretion), the terms of the Service Agreement shall be automatically revised to reflect the change in Location and any other reasonably required changes to the Services as provided in the Service Agreement. Due to the complexity in planning collection routes and establishing contractual relationships with various waste haulers and disposal facilities, the Customer agrees to provide written notice of at least ninety (90) days to PURGE EXPRESS prior to the Customer completing a sale of its business or a move to a new Location.

22. Successors in Interest. The Service Agreement shall be binding upon the heirs, administrators, executors, successors in interest, and permitted assigns of the parties. The Service Agreement shall inure to the benefit of, and due to the complexity in PURGE EXPRESS’s planning of collection routes and establishing contractual relationships with various waste haulers and disposal facilities, the Customer acknowledges that it shall cause it to be binding upon, any successor to the Customer’s interest in the Location to be serviced.

23. Assignment. PURGE EXPRESS shall have the unrestricted right to transfer or assign the Service Agreement or any right or obligation under the Service Agreement following notice to Customer of at least three (3) days prior to the date of assignment.

24. Governing Law. The Service Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. Any dispute hereunder shall be determined in accordance with the laws of the Commonwealth of Pennsylvania, and any claim or lawsuit resulting from the Service Agreement shall be filed in the Court of Common Pleas of Bucks County, Pennsylvania.

25. Entire Agreement. The Service Agreement, including these standard terms and conditions and any attached schedules, represents the entire understanding and agreement between the parties with respect to the subject matter herein and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, that may exist between the Customer and PURGE EXPRESS with respect to the Services.

26. No Waiver. Failure by PURGE EXPRESS to insist on strict performance of any of the terms and conditions of the Service Agreement will not operate as a waiver of that or any subsequent default or failure of performance.