Terms & Conditions

Link International, Inc. (“Link”) seeks to form sustainability partnerships with its Clients whereby Link will craft, implement and manage a zero-waste-to-landfill program (“Program”) for certain facilities of Client.  Pursuant to the Program, Link will provide Client with consulting and waste stream evaluation services, online tools and sustainability audits (“Consulting Services”) and vendor management services (“Vendor Management Services,” and together with the Consulting Services, the “Services”).

The following terms and conditions are in addition to any terms and conditions contained in any Statement of Work signed by any Client of Link (“Additional Terms and Conditions”).  By signing the Statement of Work, the Client and Link agree to these Additional Terms and Conditions.

1. Services

1.1 Sites. Link agrees to provide the Services at the fulfillment center facilities and office facilities of Client (each, a “Site”) as are mutually agreed from time to time between the Parties under one or more statements of work (“Statement of Work” or “SOW”). Each SOW shall describe the scope of Services to be provided at one or more particular Sites and shall include by incorporation these Additional Terms and Conditions. In the event of a conflict between the Additional Terms and Conditions and a SOW, the Additional Terms and Conditions shall prevail unless the Parties have obtained the express written consent of authorized signatories of each Party to deviate from the Additional Terms and Conditions for a particular SOW.

1.2 Performance of Services. Link shall provide the Services through its employees, agents, subcontractors and vendors (“Vendors”). Those Vendors with whom Client has no preexisting business relationship prior to the Effective Date for the performance of services the same as or similar to the Services are “New Vendors”. Those Vendors with whom Client has a preexisting business relationship prior to the Effective Date for the performance of services the same as or similar to the Services are “Existing Vendors”. To the extent that Link modifies, amends, accepts assignment of or otherwise enters into an agreement with an Existing Vendor to provide services on behalf of Client pursuant to a SOW, such Existing Vendor shall be deemed a New Vendor for purposes of Section 1.7. Link shall ensure its employees, agents, subcontractors and Vendors provide the Services in the same manner, to the same extent and with the same diligence and competence normally provided by a professional in his or her field and in accordance with best industry practices. Except as set out herein, Client shall not control, supervise, direct or schedule the activities of Link’s or the Vendor’s personnel (“Vendor Personnel”). The Parties shall maintain such communication with each other as is reasonably necessary to provide the Services in accordance with the terms of the relevant SOW.


1.3 Project Management. Each Facility shall have a dedicated Link account manager designated by Link in its sole discretion to act as a primary point of contact between the Parties with respect to the Services (“Account Managers”); however, Client may, at its discretion, request a change in Account Managers so long as the change is done for lawful reasons. Account Managers will be responsible for technical and project-level decisions within the scope of the SOW and managing Vendors with regard to their respective Facility.


1.4 Web Portal. Link will provide monthly, quarterly and annual reports and other information regarding the Services (“Reports”) by making such Reports available to Client electronically through a web portal service (“Portal”).


1.5 Changes to Services. Either Party may request a change order (“Change Order”) in the event of actual or anticipated change(s) to the agreed scope of Services, project schedule, costs, or any other aspect of a SOW. Link will prepare a Change Order reflecting the proposed changes, including but not limited to the impact on the Services and costs for the Services. Absent a Change Order signed by the Parties, Link shall not be bound to perform any additional or out-of-scope services beyond what is stated in a SOW. The Parties agree to negotiate all Change Order requests expeditiously and in good faith. The Parties agree that they will respond to a request for a change order within thirty (30) days of receipt of the request.

1.6 Client Inputs and Responsibilities. Client will sign with respect to each Existing Vendor a Letter of Authorization substantially in the form of Exhibit 1.5 designating Link as the vendor management company and agent of Client with respect to such Existing Vendor. If Link decides to use a New Vendor with regard to the Services, Link shall notify Client of its intent by identifying for Client the Existing Vendor to be replaced and by presenting to Client a Letter of Authorization identifying the New Vendor. Unless it has good cause not to do so, Client shall sign the Letter of Authorization for the New Vendor. Client will supply in a timely manner mutually agreed upon necessary information, materials and actions necessary to the Services at any Site including as applicable data, programs, specifications, management decisions, approvals and other information and material for Link’s use in carrying out the Services (“Inputs”). Additional Client responsibilities may be set out in a SOW or project planning document agreed between the Parties. Link’s failure to perform its contractual responsibilities, to perform the Services, or to meet agreed service levels shall be excused if and to the extent Link’s non-performance is caused by Client’s significant omission to act, material delay, wrongful action, failure to provide Inputs, failure to approve a New Vendor or failure to perform its obligations under the SOW.

1.7 Non-Solicitation.
1.7.1 Client acknowledges that during the term of the SOW it will, or may, have access to and develop a close working relationship with the New Vendors and that the New Vendors will perform certain services as sub-contractees, agents or otherwise at the request or direction of Link (“New Vendor Services”). Client agrees that during the term of the SOW, and for a period of two (2) year(s) from the termination of the SOW, neither Client nor any of its affiliates shall, anywhere throughout the world, either directly or indirectly: (i) solicit or attempt to solicit New Vendor Services or services similar to the New Vendor Services from any New Vendor, in whole or in part; (ii) solicit, encourage or induce, directly or indirectly, any New Vendor to reduce, terminate or in any way alter its business relationship with Link in a manner adverse to Link; and/or (iii) solicit the employment of or hire any employee of Link or New Vendor to perform New Vendor Services or services similar to New Vendor Services for Client or its subsidiaries or affiliates. Notwithstanding the foregoing, this Section 1.7 does not apply to New Vendors with whom Link no longer has any commercial relationship.


1.7.2 Client agrees and acknowledges that its violation of the restrictions in this Section will trigger Link’s legitimate business interests and warrant necessary injunctive and/or legal relief. In the event Client breaches its obligations under this Section, Client agrees that Link may suffer irreparable harm and that the costs of such harm will be difficult or impossible to ascertain with any precision. Therefore, Client agrees that in the event it breaches its obligations under this Section, it shall pay Link an amount equal to the aggregate gross revenues paid by Client for the New Vendor Services of the New Vendor or employee that is the subject of a breach of this Section performed in the twelve (12) calendar month period completed prior to the date of such breach as liquidated damages therefor. The parties agree that this amount of liquidated damages is a reasonable and appropriate value of a breach of this Section. The parties further agree that any award of liquidated damages under this Section is not to be construed as a waiver, prohibition or limitation of any other legal or equitable remedies awarded or available under the SOW. In addition, Link shall be entitled to an injunction or similar remedy to specifically enforce this provision, money damages alone being an inadequate remedy for any damages suffered as a result of a breach of this provision.


1.8 Non-Exclusive Relationship. Client acknowledges that Link shall not be required to provide services exclusively to Client, but rather shall be entitled to provide services similar to the Services outside and independent of Client and may conduct whatever business or practice it chooses independent of Client and for which it is not in any way responsible to Client.


1.9 Link’s Insurance.
1.9.1 Link shall, at its sole cost and expense and without limiting any of its obligations and liabilities under the SOW and the Additional Terms and Conditions, take out and keep in full force and effect throughout the SOW term, insurance coverage with reputable insurance companies, in amounts a reasonably prudent person would maintain in similar circumstances, and at a minimum including the following: (i) Workers’ compensation insurance covering all of its employees who perform any Services, (ii) Commercial general liability covering the performance of Services with a combined single limit of not less than two million ($2,000,000) dollars per occurrence and five million ($5,000,000) in the aggregate for bodily injury (including death) and property damage.

1.9.2 Link shall provide to Client thirty (30) days prior written notice of cancellation or reduction in limits below the minimum limits stated herein.

1.9.3 Upon request from Client, Link shall provide Client with a Certificate of Insurance evidencing the insurance requirements herein. Failure to provide such evidence of insurance, or to maintain insurance as stated herein, shall be deemed a breach of contract obligations, and shall be subject to all remedies for breach as contained in the Additional Terms and Conditions or at law.


1.10 Client’s Insurance.
1.10.1 Client shall, at its sole cost and expense and without limiting any of its obligations and liabilities under the SOW and the Additional Terms and Conditions, take out and keep in full force and effect throughout the SOW term, insurance coverage with reputable insurance companies, in amounts a reasonably prudent person would maintain in similar circumstances, and at a minimum including the following: (i) Workers’ compensation insurance covering all of its employees located at any Site, as required in the jurisdiction in which the Site is located, (ii) Commercial general liability with a combined single limit of not less than two million ($2,000,000) dollars per occurrence and five million ($5,000,000) in the aggregate for bodily injury (including death) and property damage and (iii) All-Risk Property Damage insurance for each Site.

1.10.2 Client shall provide to Link thirty (30) days prior written notice of cancellation or reduction in limits below the minimum limits stated herein.

1.10.3 Upon request from Link, Client shall provide Link with a Certificate of Insurance evidencing the insurance requirements herein. Failure to provide such evidence of insurance, or to maintain insurance as stated herein, shall be deemed a breach of contract obligations, and shall be subject to all remedies for breach as contained in the Additional Terms and Conditions or at law.

1.11 Retained Rights. Each Party owns, and will continue to own all right, title and interest in and to any inventions however embodied, know how, works in any media, software, information, trade secrets, materials, property or proprietary interest that it owned prior to the SOW, or that it created or acquired independently of its obligations pursuant to the SOW (collectively, “Retained Rights”). All Retained Rights not expressly transferred or licensed herein are reserved to the respective owner. No joint intellectual property shall be created under the SOW.

2. FEES, INVOICING & PAYMENT

2.1 Vendor Management Services. Vendor Management Services performed by Link and the Vendors at each Site will be billed in accordance with the rates stated in the applicable SOW for such Site. Pricing for Vendor Management Services, including any adjustments thereto pursuant to third party commodity prices and hauling rates, shall be determined pursuant to the terms of each SOW. All Vendor Management Services prices in any SOW are subject in all cases to commodities not being commingled or contaminated when removed from the Site.

2.2 Program Set-Up Fees and Consulting Fees. To be able to perform the Services, Link must perform certain consulting and program set-up services for each site (“Program Set-Up Services”) and perform other consulting services thereafter (“Consulting Services”).  In exchange for the Program Set-Up Services, Link shall charge Client Program Set-Up Fees.  In exchange for the Consulting Services, Link shall charge Client Consulting Fees.  Each SOW must describe the rates and maximum annual amounts of such Program Set-Up Fees and Consulting Fees.  Link may not charge Client Program Set-Up Fees or Consulting Fees in an amount greater than the maximum annual amount stated in the SOW unless Link requests and Client agrees in writing to such additional charge.  Each SOW also must describe how Link shall forgive a portion of the Program Set-Up Fees and Consulting Fees based on the length of time Link provides Services under the SOW.  In the absence of any such description, Link shall forgive 20% of the Program Set-Up Fees upon each anniversary of the SOW so that upon the fifth (5th) anniversary, Client will owe Link nothing for Program Set-Up Fees.  In the absence of any such description, Link shall forgive 20% of the Consulting Fees upon each anniversary of the year such fees were incurred so that upon the fifth (5th) anniversary, Client will owe Link nothing for Consulting Fees.  Link shall provide Client at least annually with a report identifying the amount of Program Set-Up Fees and Consulting Fees incurred and the amount of such fees forgiven.  In addition to the annual report, Client may obtain a report at any time upon request to Link.     

2.3 Invoicing & Payment. Since it will be managing the Vendors, Link will pay the Vendors and then invoice Client for all Services.  Each SOW describes the formula and pricing for each invoice.  Client will pay invoices for Services upon receipt but no later than thirty (30) days from the date of receipt of the invoice. Invoices shall be deemed to have been accepted if Client does not furnish a written objection specifying the nature of the dispute within thirty (30) days from the date of receipt of invoice. If any undisputed amount due under the SOW is not received within thirty (30) days of receipt, in addition to its other remedies available hereunder, Link may in its sole discretion impose a late payment charge of the lesser of 1.5% per month or the maximum allowed by applicable law.

2.4 Taxes. The fees chargeable by Link are stated exclusive of all taxes, duties and levies imposed by any government body. Client shall be liable and will pay for all applicable tax liabilities such as sales, services, use or value added taxes. If Client claims exemption from any taxes resulting from the SOW and the Additional Terms and Conditions, then Client will promptly provide Link with the relevant documentation to avail of such exemption including required certificates, if any, from the relevant taxing authorities.

3. CONFIDENTIALITY

3.1 The Parties agree that with respect to any business information of the disclosing Party which (i) is marked as “confidential,” “proprietary” or some similar indication; (ii) is expressly advised by the disclosing Party to be confidential through some contemporaneous written means; or (iii) which the receiving Party would reasonably construe to be confidential information under the circumstances (collectively referred to as “Confidential Information”):

3.1.1       to use such Confidential Information only in relation to the Services;

3.1.2       not to disclose any such Confidential Information or any part thereof to a person outside the Party’s business organization for any purposes unless expressly authorized by the owner of such Confidential Information;

3.1.3       to limit dissemination of such Confidential Information to persons within the Party’s business organization who are directly involved in the performance of Services under the SOW and have a need to use such Confidential Information;

3.1.4       to safeguard the Confidential Information to the same extent that it safeguards its own confidential materials or data.

3.2 Confidential Information shall not include information that:

3.2.1       is as of the time of its disclosure part of the public domain;

3.2.2       is subsequently learned from a third party without a duty of confidentiality;

3.2.3       at the time of disclosure was already in the lawful possession of the receiving Party;

3.2.4       was developed by employees or agents of the receiving Party independently of and without reference or access to any information communicated to the receiving Party; or

3.2.5       is required to be disclosed pursuant to a court order or government authority, whereupon the receiving Party shall, at its earliest opportunity, provide written notice to the disclosing Party prior to such disclosure and where feasible giving the disclosing Party a reasonable opportunity to secure a protective order or take other action as appropriate.

3.3            The terms of this Confidentiality Section shall continue in full force and effect for a period of two (2) year(s) from the termination or expiration of the SOW, except for Confidential Information that is a trade-secret, which shall have no expiration.

3.4            In the event of termination of the SOW, the receiving Party shall at the disclosing Party’s option immediately return the disclosing Party’s Confidential Information, or destroy any remaining Confidential Information and certify that such destruction has taken place.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS

4.1 The Parties each represent and warrant that (a) they have obtained all necessary corporate approvals to enter into the SOW and that no consent, approval, or withholding of objection is required from any external authority with respect to the entering into of the SOW, (b) they are under no obligation or restriction, nor will they assume any such obligation or restriction, that would in any way interfere or conflict with any obligations under the SOW, and (c) when executed and delivered, the SOW will constitute its legal, valid and binding obligation enforceable against it in accordance with the terms of the SOW and the Additional Terms and Conditions.

4.2 The Parties covenant that they will comply with all applicable laws and regulations in their conduct pursuant to the SOW and the Additional Terms and Conditions. The Parties further covenant that a change in laws that materially alters the assumptions upon which Link or Client entered the SOW shall warrant a Change Order.

4.3 Link warrants that it will perform the Services in a professional and workmanlike manner and that its personnel shall have the requisite skills and experiences to perform the Services.

4.4 Link warrants that it will correct any deficiencies in Service(s) provided Client notifies Link of such deficiency in writing within a period of thirty (30) days following performance thereof and such notice has specified in detail the nature of the deficiency, and provided further that Link shall be afforded a commercially reasonable period of time to correct such deficiency at no cost to Client. If Link cannot correct the deficiency within a commercially reasonable period of time, it shall not charge, or it shall refund, any fees associated with the applicable deficient Service. Link shall have no obligation to correct Link’s deficiencies to the extent they were caused by: (1) third party services that were not provided by Link or a Vendor; or (2) actions or negligence of Client. Client understands and acknowledges that Link is not providing under the SOW and the Additional Terms and Conditions any guarantee or warranty that the Services or Program will cause or allow Client to meet any government or third party standard, requirement or certification, including those relating to environmental protection or sustainability.

4.5 EXCEPT AS OTHERWISE AGREED TO BY THE PARTIES IN THE SOW, LINK EXCLUDES AND DISCLAIMS ALL WARRANTIES, CONDITIONS OR STATEMENTS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT DELIVERABLES WILL BE ERROR-FREE.

5. INDEMNIFICATION; LIMITATION OF LIABILITY.

5.1 Client will protect, defend, indemnify and hold harmless Link, its officers, directors, employees and agents from and against any and all losses, damages, judgments, costs and expenses (including reasonable attorneys’ fees) arising out of any third party claim, action, suit or proceeding , to the extent based on (a) personal injury (including death) or property damage as a result of the actions of Client in connection with the Services, (b) any breach of Client’s representations, warranties or obligations as set forth in the SOW and the Additional Terms and Conditions, including without limitation any claim by a Vendor for non-payment if Client has not made the corresponding Vendor payment to Link pursuant to its invoice; or (c) any failure of Client to comply with any applicable law, statute or ordinance or any governmental administrative order, rule or regulation governing the Services, in each case, except to the extent caused by the negligence or willful misconduct of Link or otherwise covered by Link’s indemnification obligations.

5.2 Link will protect, defend, indemnify and hold harmless Client and its affiliates (and their respective employees, officers, directors and representatives) from and against any and all losses, damages, judgments, costs and expenses (including reasonable attorneys’ fees) arising out of any third party claim, action, suit or proceeding,  to the extent based on (a) breach by Link of its representations, warranties and/or obligations contained in the SOW and the Additional Terms and Conditions, (b) personal injury (including death) or property damage as a result of the actions of Link, (c) the Services, (d) the Portal, including with respect to any infringement of any intellectual property rights with respect thereto, except that Link shall not be liable to Client for any losses relating to or arising from any release of the Reports into the public domain, unless the losses were due to the willful misconduct of Link; or (d) any failure of Link to perform the Services in accordance with all applicable laws, rules and regulations, in each case, except to the extent caused by the negligence or willful misconduct of Client or otherwise covered by Client’s indemnification obligations.

5.3 Link will not be liable to Client in contract, tort, for breach of warranty, or otherwise, for any special, indirect, consequential, exemplary, or punitive damages, loss of existing revenue, existing business profits, interest or anticipated savings, loss of goodwill or reputation, penalties or third party claims for loss or damage or other compensation arising from any act or omission of such party, or its affiliates, officers, agents, and employees, even if it has been advised of the possibility of such losses or damages. Furthermore, the aggregate liability of Link to Client for direct damages under the SOW and the Additional Terms and Conditions whether arising under contract, tort (including negligence), breach of statutory duty, contribution or otherwise for any and all claims shall not in any event exceed an amount equal to the fees paid to Link by Client under the SOW giving rise to the claim during the twelve (12) months prior.

6. COMPLIANCE WITH APPLICABLE LAWS AND COMPANY POLICIES. 

Link will comply with all applicable laws, including, but not limited to, employment laws in connection with its employment of the temporary workers providing services under the SOW.  Compliance with such laws shall include, but not be limited to, laws governing wage and hour requirements, employee benefits, discrimination, equal pay, retaliation, and harassment prevention and to laws governing employee screening, testing, background checks, and Form I-9, Employment Eligibility Verification, required by the Department of Homeland Security.

7. TERM AND TERMINATION.      

7.1 Any SOW agreed to by the Parties shall remain in effect for five (5) year(s) unless the SOW states otherwise.  If either party seeks to cancel any SOW before the end of a five (5) year term, that party shall provide at least 60 days notice to the other party.

7.2 Either Party may terminate any SOW upon written notice to the other in the event that: (a) the other Party commits a material breach of the SOW or the Additional Terms and Conditions (including non-payment of undisputed invoices by Client) and fails to cure such default to the non-defaulting Party’s reasonable satisfaction within thirty (30) days after receipt of notice; or (b) the other Party becomes insolvent or bankrupt, assigns all or a substantial part of its business or assets for the benefit of creditors, permits the appointment of a receiver for its business or assets, becomes subject to any legal proceeding relating to insolvency or the protection of creditors’ rights or otherwise ceases to conduct business in the normal course.

8. RELATIONSHIP OF PARTIES. 

It is understood and agreed that Link will provide Services under the SOW as an independent contractor and that during the performance of Services under the SOW, Link’s employees will not be considered employees of Client for any purpose whatsoever. Further, nothing herein shall be construed to entitle either Party to be a representative, agent, partner or joint venturer of the other.

9. FORCE MAJEURE. 

If either Party is unable to perform any of its obligations under the SOW because of circumstances beyond the reasonable control of the Party, such as an act of God, fire, casualty, flood, war, terrorist act, failure of public utilities, injunction or any act, assertion or requirement of any governmental authority, epidemic, or destruction of production facilities (a “Force Majeure Event”), the Party who has been so affected shall immediately give notice to the other Party and shall do everything reasonably practicable to resume performance, except that Client shall not be excused in any event from timely meeting its payment obligation for Services already performed. Upon receipt of such notice, all obligations under the SOW shall be immediately suspended for the period of such Force Majeure Event. If the period of nonperformance exceeds one hundred eighty (180) days from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been so affected may give written notice to terminate the SOW.

10. GENERAL

10.1 The SOW and the Additional Terms and Conditions will be governed by and construed in accordance with the laws of the State of Indiana, exclusive of its rules governing choice of law and conflict of laws.

10.2 In the event of any controversy or claim arising out of or relating to the SOW and the Additional Terms and Conditions, the parties shall first meet and negotiate in good faith a resolution to the dispute.  If such negotiation fails, the dispute shall be resolved by binding arbitration in accordance with the Rules of Commercial Arbitration of the American Arbitration Association (the “Rules”).  Compliance with this section is a condition precedent to any judicial proceeding arising out of any dispute under the SOW and the Additional Terms and Conditions.  The parties agree to comply with any award made in any such arbitration that has become final in accordance with the Rules and agree to the entry of judgment upon any award rendered in such proceedings that becomes final under the Rules.  Unless agreed otherwise, the locale of any arbitration shall be in Allen County, Indiana.

10.3 Notwithstanding anything in the SOW and the Additional Terms and Conditions to the contrary, either Party may seek and obtain from a court of competent jurisdiction appropriate equitable relief, including without limitation, a temporary restraining order or other injunctive relief, to prevent a breach of the SOW and the Additional Terms and Conditions relating to intellectual property, confidentiality, non-solicitation, or to otherwise maintain the status quo pending outcome of any litigation.  All such actions shall be brought in state or federal court having jurisdiction in Allen County, Indiana.

10.4 The headings used in the SOW and the Additional Terms and Conditions are for the convenience of the Parties only and shall not be deemed a part of, or referenced in, construction of the SOW and the Additional Terms and Conditions.

10.5 The SOW and the Additional Terms and Conditions will be binding on the Parties hereto and their respective successors and assigns. Neither Party may assign the SOW without the prior written consent of the other. Any assignment by operation of law, order of any court, or pursuant to any plan of merger, consolidation or liquidation, will be deemed an assignment for which prior consent is required and any assignment made without any such consent will be void and of no effect as between the Parties.

10.6 A delay or omission by either Party to exercise any right or power under the SOW and the Additional Terms and Conditions will not be construed to be a waiver thereof. A waiver by either of the Parties of any of the covenants to be performed by the other or any breach thereof will not be construed to be a waiver of any succeeding breach thereof or of any other covenant in the SOW and the Additional Terms and Conditions.

10.7 The SOW and the Additional Terms and Conditions, including any Appendices, schedules, or exhibits referred to therein and attached thereto, constitutes the entire agreement between the Parties with respect to the subject matter contained in the SOW and the Additional Terms and Conditions and supersedes all prior agreements, whether written or oral, with respect to such subject matter.

10.8 No amendment or change to the SOW and the Additional Terms and Conditions or any waiver or discharge or any rights or obligations under the SOW and the Additional Terms and Conditions will be valid unless in writing and signed by an authorized representative of the Party against which such amendment, change, waiver or discharge is sought to be enforced.

10.9 In the event that any provision of the SOW and the Additional Terms and Conditions conflicts with the law under which the SOW and the Additional Terms and Conditions are to be construed or if any such provision is held invalid by a competent authority, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law. The remainder of the SOW and the Additional Terms and Conditions will remain in full force and effect.

10.10 No person who is not a party to the SOW shall have any rights to enforce any term of the SOW and the Additional Terms and Conditions.

10.11 Any provision of the SOW and the Additional Terms and Conditions that contemplates performance or observance subsequent to termination or expiration of the SOW will survive termination or expiration of the SOW and continue in full force and effect, including the following:

Non-Solicitation (Section 1.7)
Fees, Invoicing, Payment (Section 2)
Confidentiality (Section 3)
Warranties (Section 4)
Indemnification; Limitation of Liability (Section 5)
General (Section 10)

10.12 All notices, requests, demands and determinations under the SOW other than routine operational communications will be in writing through (i) hand delivery, (ii) express overnight courier with a reliable system for tracking delivery, or (iii) confirmed facsimile or electronic mail with a copy sent by another means specified herein, to the addresses stated in the SOW.

EXHIBIT 1.5

VENDOR AUTHORIZATION LETTER

To Whom It May Concern:

[Client Name] (“[Client Name]”) has engaged the Waste Solutions services of Link International Inc. (“LINK”).  By way of this Letter of Authorization (the “Authorization”), we do hereby appoint LINK to act as our agent and consultant in managing resource costs and analyzing resource data for our facilities. 

Effective as of the date of this Authorization, and continuing until such Authorization is rescinded, LINK has full authority to act on our behalf to access and request the release of information for all facility accounts attached hereto, and perform the following functions:

  1. Requisition and receive billing records, billing history, rebate statements, rebate history and all service levels used for waste and recycling.  i.e. trash, corrugated, plastic, wood scrap pallets, universal waste, hazardous waste, light fixtures, scrap metal, anything deemed recyclables.
    1. 3-months’ worth of data from 20__ (sampling should be a complete months’ worth of data to include peak volume months)
    1. Contract and service agreements to include equipment rentals or leases
    1. Document waste and recycling equipment location within a facility
    1. Document facility current collection methods (light bulk and bulk) by material
  2. The vendor services managed by LINK are as follows: Trash services, recycling services, wood scrap / used wood pallet recovery and universal waste.  All service calls, invoices, recycling payments and reporting will be managed by LINK.
  3. A site-specific SOW will be created to review the Waste Solutions program to include signage, collection bins (light bulk and bulk) and anything additional to run the program.

[Client Name] further authorizes a change of billing address and phone number for each facility account for all waste bills and recycling rebate correspondence.  [Client Name] reserves the right to rescind this Authorization at any time upon written notification. 

New billing address and contact phone number:

Link International Inc.

27636 Ynez Rd. L7 Suite 227

Temecula, CA 92591

Phone:  (800) 559-1591

Admin@linkinternationalinc.com

Thank you in advance for your cooperation during this transition.

Sincerely,

[Client Name]