IT Equipment
Disposal Requirements
[NOTE:
This document is an example of how one
Fortune 500 company presented its IT disposal requirements for IT
equipment. While it provides an example
of how such a document might be structured, it is not substitute for developing
a plan tailored to your own company’s needs.]
1.
Intent of the Requirements
The Services Providers and its subcontractors agree to remove and dispose of [COMPANYNAME]’s IT Assets, which includes, but not limited to: personal computers, laptops, servers, monitors, printers, network equipment (hubs, switches, routers), mainframe equipment, data center equipment and ancillary equipment, for example, pointing devices, keyboards and docking devices on an “AS IS” “WHERE IS” basis (hereinafter referred to as “IT Equipment”),
[COMPANYNAME] shall coordinate disposal pick-up instructions to an Inside Account Manager via either: phone, fax, email, or over the internet (to a secured web-site location).
The Services needed for the appropriate IT Equipment Disposal of [COMPANYNAME] property is spelled out below. It is the intent to streamline the disposition process by defining processing paths called Service Profiles. A Service Profile establishes routine service activities, by Computer category, to optimize residual recovery and for data security.
Services charges are to be measured and priced on a per “unit” basis, unless otherwise noted. A unit is a single CPU, Monitor, terminal, POS system, printer or other serialized equipment. Miscellaneous non-serialized Computer gear, such as cabling and circuit boards, accrue disposal service charges based on aggregate weight.
Residual earnings will be offset against service charges. A monthly statement reconciling residual earnings minus service charges will be offered for [COMPANYNAME]’s convenience. Invoices will be generated on a monthly basis – not on an audit-by-audit basis.
2.
Destruction of Information and Confidentiality
Service Provider will utilize an automated application for processing [COMPANYNAME] IT equipment. This process must contain many controls and audit points, ensuring a consistent service deliverable. Because of the strict business controls to be used, Service indemnifies [COMPANYNAME] from any future environmental liability.
ISO certification is required by Q2 2004.
All [COMPANYNAME] proprietary and [COMPANYNAME] members’ confidential identification and information and all other software, data and other information will be removed from the Computers by Service Provider as part of the process and the hard drives will be wiped clean of all [COMPANYNAME] proprietary and [COMPANYNAME] members’ confidential information, and all other software, data and other information. A proprietary data security method that writes a series of “0’s,” “1’s,” and a random character across every sector of the hard drive (Data Security Level 3) will be strictly monitored. The software must eliminate all data on a drive. If a drive is damaged and the wipe software cannot be run, the drive is disassembled and rendered inoperable. Older technology is disassembled and a contracted vendor will recycle the resulting metal.
The charter for disposition of [COMPANYNAME]’s IT equipment is to:
· Protect [COMPANYNAME]’s proprietary and [COMPANYNAME]’s members confidential information;
· Protect the environment from any hazardous wastes;
· Protect [COMPANYNAME] from any environmental liability or liability for breach of confidentiality;
· Provide as high an economic recovery as possible;
· Maintain an automated, constant, and audited process; and,
· Provide a simple to use, one-stop solution for non-productive assets.
Experience, knowledge of multi-vendors products, expertise in all areas of product recovery and recycling and destruction of confidential material, plus business controls that exceed all Local, State and Federal regulations is required.
3.
Storage, Process, Recycle/Reuse and Disposal of Material
The Service Provider must recycle/reuse, destroy and otherwise provide for the environmentally sound disposition of [COMPANYNAME]’s Computers at the providers Recycling Center or other qualified facility.
However, as between the parties, Service Provider shall be solely responsible for determining the specific times and techniques for processing and disposition of the Computers. They may use, distribute, or sell any of the Computers, or any component or residue thereof, with the exception of any software that is resident on the Computers, only after the complete and total destruction of any data on storage devices. No Equipment may be sold directly, or indirectly, to Third World countries who may have lack of, or non-existing, environmental regulations or requirements.
4.
Generation of Hazardous Waste by Service Provider
Service Provider will be deemed the generator of any hazardous or non-hazardous waste generated incident to, or as a result of, their storage, handling, processing, recycling/reusing, or disposing of [COMPANYNAME]’s Computers as described in Section 1. As between the parties hereto, Service Provider shall be solely responsible for the ultimate disposition of any such waste.
5.
Remarketing of Computers
Computers with processor technology of “Pentium” 60MHz and older are deemed to have no residual value.
Computers with Pentium 75MHz and faster processor technology have value as of the date of the Equipment Disposal Agreement, such value to change over the life of the Agreement. Following each equipment audit, Service Provider will provide [COMPANYNAME] with an estimate of recoverable market value (RMV) which will be based on equipment’s configuration and condition.
Upon receiving [COMPANYNAME]’s approval, the Service Providers’ Remarketing Division will sell the equipment for not less than 90% of RMV. If the equipment is not sold within sixty days, the RMV will be adjusted downward by 20%. After 120 days, the Service Provider remarketing staff will confer with [COMPANYNAME] to determine whether further price
reductions are called for, or to designate product for recycling. Service Provider will withhold a sales commission from the gross proceeds of remarketing sales.
The balance, less service charges and shipping, will be remitted to [COMPANYNAME] within thirty days of the sale.
6.
Title To Material
Title to the Computers will remain with [COMPANYNAME] until the Computers are either disposed of or remarketed by Service Provider. Service Provider shall provide loss or replacement insurance covering the [COMPANYNAME]’s equipment against theft, fire, or any other loss or damage while on Service Provider’s premises. Coverage shall be limited to 65% of the estimated market value of the equipment designated for remarketing and limited to estimated market value of equipment designated for redeployment.
In no event will any rights in use, rights to resale or any other rights, license or title to the software be transferred under this Equipment Disposal Program. [COMPANYNAME] Computers are provided “as is” without warranty and [COMPANYNAME] specifically disclaims all implied warranties of merchantability or fitness for a particular purpose and Service Provider assumes all liability with respect to the removal, disposal, sale or reuse of the [COMPANYNAME] Computers or any components thereof. Computers in transit from [COMPANYNAME] to Service Provider will be insured up to an amount equaling 65% of the estimate market value of the computers against theft or other loss. Service Provider and its carrier will perform a “piece count” and provide this count with a bill of lading to [COMPANYNAME] at the pickup location.
7.
Warranties
Service Provider warrants that (i) it will handle, process, recycle/reuse, and/or dispose of the Computers in a safe and professional manner and in compliance with [COMPANYNAME]’s confidentiality requirements and all applicable laws and regulations; and (ii) that its disposition center or any other disposal center Service Provider uses has been issued all permits, licenses and approvals required to accept and store, recycle/reuse, and/or dispose of the Computers.
8.
Indemnification
Notwithstanding any other provision of this Agreement, Service Provider agrees to indemnify defend and hold harmless [COMPANYNAME] from and against any and all liabilities, costs, penalties, fines, expenses, including without limitation, reasonable attorneys’ fees, damages, and claims attributable to: Service Provider’s breach of this Agreement; non-compliance by Service Provider with [COMPANYNAME]’s request for the destruction of all confidential information and any law governing the handling, processing, recycling/reusing, or disposal of Computers accepted by Service Provider hereunder; any claims made by third parties receiving or using any [COMPANYNAME] Computers or components thereof; any negligent or willful act of Service Provider in the performance of services; and/or the off-site disposal of Computers.
9.
Insurance
Service Provider shall procure and maintain, at its expense, during the term of this Agreement, at least the following insurance:
COVERAGE LIMITS
|
Insurance: |
Coverage
Limits: |
|
|
Statutory |
|
|
$500,000 per accident |
|
|
$2,000,000 combined single limit |
|
|
$1,000,000 combined single limit |
|
Umbrella Policy (above amounts a-d above) |
$10,000,000 |
Commercial General Liability Insurance shall include coverage for completed operations and contractual liability under this Agreement with respect to sudden and accidental occurrence. Coverage’s referred to above shall include [COMPANYNAME] as an additional insured, but only with respect to the negligent acts or omissions of Service Provider, its officers, agents, employees and subcontractors at any tier as it relates to this Agreement. Each contract of insurance, and certificate of insurance, shall provide that this insurance shall not be canceled or materially altered until at least thirty (30) days after written notice is received by [COMPANYNAME]. Service Provider agrees to furnish insurance certificates, showing Service Provider’s compliance with the above requirements, upon [COMPANYNAME]’s request. In the event Service Provider is required by law to obtain environmental impairment liability insurance for non-sudden and accidental occurrences at the Service Provider Facility, Service Provider shall furnish [COMPANYNAME] with a copy of the certificate of insurance provided to the regulatory agency imposing the insurance requirement.
10.
Inspections
Upon [COMPANYNAME]’s request, Service Provider, at its expense, shall provide [COMPANYNAME] copies of all identification numbers, written licenses, permits or approvals, issued by any governmental entity or agency to Service Provider or its subcontractors which are applicable to the performance of this Agreement and for which no claim of business confidentiality or trade secret is asserted. [COMPANYNAME] shall have the right to request a schedule to inspect, at its own expense, the Disposition Center, and to inspect the processing or disposal operations conducted by Service Provider or its subcontractor at any tier in the performance of this Agreement. Such inspections shall not operate to relieve Service Provider of its responsibility or liability under this Agreement.
11.
Disposal Request and Receipt Verification Document and Reports
Service Provider, its carrier, and [COMPANYNAME] will sign a piece-count receipt at the time of Computer pick-up. Service Provider will provide [COMPANYNAME]’s Project Manager a Certified Audit Report for each lot picked-up by Service Provider within 45 days from receipt of the Computers designated for disposal. The Certified Audit Report will detail Computer serial number, asset tag number, make, model, configuration, estimated value, and service charges.
12.
CONFIDENTIAL INFORMATION
Service Provider acknowledges that it and its employees, agents or representatives may, in the course of performance of this Agreement, access proprietary or confidential information of [COMPANYNAME] and will be exposed to or acquire information which is proprietary to or confidential to [COMPANYNAME], its affiliated companies, vendors or [COMPANYNAME] members. This information may include, but is not limited to, data relating to the products, equipment, inventions, discoveries, trade secrets, secret processes, financial data, personnel records, patient records, medical records, test results, computer programs, marketing information and any other information relating to the business affairs of [COMPANYNAME]. All such
information obtained by Service Provider or its employees, agents and representatives, shall be deemed to be the confidential and proprietary information of [COMPANYNAME]. Service Provider agrees to hold such information in strict confidence and not to disclose such information for any purposes other than the provision of products and services to [COMPANYNAME] under this Agreement and to take appropriate actions by instruction or agreement with each of its employees, contractors, agents and representatives to keep such information confidential. If Service Provider breaches this provision, damages may not be an adequate remedy and [COMPANYNAME] shall be entitled to injunctive relief to restrain such breach, threatened or actual. This paragraph shall survive the termination of this Agreement.
[COMPANYNAME] agrees to hold various Service Provider information confidential, including: business plans, ideas, processes, prices, designs, products, technical specifications, discoveries, data, trade secrets, and any other proprietary information, disclosed by Service Provider or any of its affiliates which may have been, or may in the future be disclosed to [COMPANYNAME].
Vendor shall not, without the prior written consent of [COMPANYNAME], use in advertising, publicity or otherwise the name of [COMPANYNAME] or its subsidiaries, or refer to the existence of this Agreement in any press releases, advertising or materials distributed to prospective customers or other third parties.
13.
NONDISCRIMINATION AND MEDICARE
Service Provider recognizes that as a governmental contractor [COMPANYNAME] is subject to various federal laws, executive orders and regulations regarding equal opportunity and affirmative action which also may be applicable to subcontractors. Service Provider, therefore, agrees that any and all applicable equal opportunity and affirmative action clauses shall be incorporated herein as required by federal laws, executive orders, and regulations, including but not limited to the following:
(a) The nondiscrimination and affirmative action clauses contained in: Executive Order 11246, as amended, and the implementing rules and regulations prescribed by the Secretary of Labor in Title 41, part 60 of the Code of Federal Regulations (CFR), relative to equal opportunity for all persons without regard to race, color, religion, sex or national origin (Federal Acquisition Regulation (FAR) at 48 CFR 52.222-26); the Rehabilitation Act of 1973, as amended, relative to the employment of qualified disabled individuals without discrimination based upon their physical or mental disabilities (FAR at 48 CFR 52.219-36); the Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended relative to the employment of disabled veterans and veterans of the Vietnam Era (FAR at 48 CFR 52.222-35);
(b) The utilization of small, small disadvantaged, and women-owned small businesses clauses contained in the Small Business Act, as amended, relative to the utilization of small business concerns, small business concerns owned and controlled by socially and economically disadvantaged individuals, and small business concerns owned and controlled by women, in the performance of contracts awarded by federal agencies (FAR at 48 CFR 52.219-9).
If this Agreement is determined to be subject to the provisions of Section 952 of P.L. 96-499, which governs access to books and records of subcontractors of services to Medicare providers where the cost of value of such services under the contract exceeds $10,000.00 over a 12-month period, then Vendor agrees to permit representatives of the Secretary of the Department of Health and Human Services and of the Comptroller General to have access to the contract and books, documents and records of Service Provider, as necessary to verify the costs of the contract, in accordance with criteria and procedures contained in applicable Federal regulations.
14.
GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the State of [STATE-NAME] without reference to its conflicts of laws principles.
Agreed to by:
[CompanyName]: Computer Disposal Solutions, Inc.:
Contact Name: Contact Name:
_______________________________________ ____________________________________
(please print) (please print)
Contact Title: Contact Title:
_______________________________________ ____________________________________
(Please Print) (Please Print)
Signature: Signature:
_______________________________________ ____________________________________
Date: Date:
_______________________________________ ____________________________________