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JUL-23-2994 17~Sc LRPRRGE RGG SRLES 3936574053 P. 95/96 <br />ARTICLE X <br />INDEMNIFICATION <br />10,1 Hauler rn v + ~~ a i .,ter ~~n e r rti r .,,~~w~rra <br />agrees to protect, defend, indemnity, and hold the Company harmless from and against any and all <br />claims and actions, alleged, asserted, or arising in favor of any person, on account of: (i) injuries <br />(including death) to any person or da~~~age tc the ern•ironment or destruction. of any property sustained or <br />alleged to have been sustained in connection with, arising out of, or incidental to any transportation <br />and,'or delivery cf clean fill by Hauler whether based on contract or tort or pursuant to any statute, rule, or <br />regulation; and (ii) any breach of any agreement, obligation, representation, or warranty made by Hauler <br />in this Agreement but only to the extent that the claims or actions result from Haulers: (a) breach of <br />contract; (b) willful acts; (c) sole, joint, concurrent, contributory, or comparative: (1) negligence; (^<) gross <br />negligence; (3) breach of legal duty; or (d) strict liability. <br />102 Hauler shall be solely responsible for and shall bear all cost and expense occasioned by <br />injury or damage of any nature to env and all materials, machinery, and equipment used by it or in its <br />control, whether furnished by Company or Hauler, including any damage suffered by reason of :heft or <br />loss.: <br />ARTICLE XI <br />WORK NOT TO INTERFERE WITH COMPANY OPERATIONS <br />11.1 Hauler agrees to carry on its work hereunder with the utmost care and in conformance <br />with any instructions provided by Company to Hauler to permit the continuous and safe operation of <br />Company's facilities. <br />'11.2 Hauler shalt cornpiy with ail site Safety and health reyuiremie~itS Gf Company that ail <br />communicated io Hauler in any manner at or prior to the delivery of clean till to any of the Company's <br />facilities. <br />ARTICLE Xit <br />CONFIDENTIALITY <br />12.1 Hauler shall not disclose fo any other party, without Company's prior written consent, any <br />information acquired from or about Company in connection ~.vith this Agreement or in the course of <br />performing the services, including, by way of example and not by way of limitation, Company's <br />procedures, technical data, proprietary information or trade secrets excepk in such circumstances; that (i) <br />such information becomes publicly available without the fault of Contractor; (ii) was known and can be <br />shown to have been known by Hauler at 'the time of its receipt from Company; (iii) is developed <br />independently by Hauler, (iv) or is received by Hauler from third parties without breach of this Agreement <br />by Hauler. The obligations of confidentiality shall not apply to information required to be publicly <br />disdosad under judicial order cr governmental raquast, provided that Hauser shill promptly give Company <br />verbal and written notice of any subpoena or raquast fcr information from any court ar governmental <br />authority prior to disclosing any such information to afford Company the opportunity to seek an <br />appropriate protective order. Hauler's obligations of confidentiality imposed by this Article shall remain in <br />force for a period of three (3) years aver the date on which ±his Agreement shall terminate. <br />ARTICLE XIII <br />MISCELLANEOUS <br />13.1 This Agreement is non-exclusive to Hauler. Company shall be free to contract with others <br />who ~ erform services similar or identical to those of Hauler. <br />13.2 This Agreoment shall be construed in accordance with and governed by the laws of the <br />State of Colorado excluding any conflict of law rule which would refer any matter to the laws of a <br />