STATE OF NORTH CAROLINA
WAKE COUNTY
THIS AGREEMENT, made and entered into this _____ day of ___________ 199__, by and between ___________________________________________________, (hereinafter referred to as Contractor), and the North Carolina State University __________________________ (Department or College), Campus Box _____, Raleigh, North Carolina 27695-_____ (hereinafter referred to as University).
THAT WHEREAS, the Contractor has submitted to the University a proposal for the performance of certain services;
WHEREAS, the parties hereto desire to reduce the terms of this agreement to writing;
NOW, THEREFORE, for and in consideration of the mutual promises to each other, as hereinafter set forth, the parties hereto do mutually agree as follows:
WHEREAS, Contractor agrees to supply the University with the professional services to:
__________________________________________________________
__________________________________________________________
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and the University agrees to utilize the Contractor for such purposes.
Payment shall be made as follows:
For professional services as outlined by the statement of work, University shall pay the Contractor _________________________ Dollars ($__________) by University check upon receipt and approval of Contractor's original invoice.
The Contractor shall not substitute key personnel assigned to the performance of this contract without prior written approval by the University's Contract Administrator. The Contractor's individual designated as key personnel for the purposes of this contract is _________________________ (Contractor's name).
Work proposed to be performed under this contract by the Contractor shall not be subcontracted without prior written approval of the University's Contract Administrator.
The services of the Contractor are to commence on the ____ day of ________________, 199__, and shall be completed by the ____ day of __________________, 199 ____.
If through any cause, the Contractor shall fail to fulfill in timely and proper manner the obligations under this agreement, the University shall thereupon have the right to terminate this contract by giving written notice to the Contractor of such termination and specifying the effective date thereof. In such event, all finished or unfinished assignments handled by the Contractor shall be entitled to receive just and equitable compensation for any satisfactory work completed on such projects. Notwithstanding, the Contractor shall not be relieved of liability to the University for damages sustained by the University by virtue of any breach of this agreement, and the University may withhold any payment due to the Contractor for the purpose of setoff until such time as the exact amount of damages due the University from such breach can be determined.
The University may terminate this agreement at any time by 30 days notice in writing from the University to the Contractor. In that event, all finished or unfinished assignments as described in the paragraph above shall become University property. If the contract is terminated by the University as provided herein, the Contractor will be paid in an amount which bears the same ratio to the total compensation to Contractor covered by this agreement; or for each full day of services performed, less payment of compensation previously made.
It is understood and agreed between the Contractor and the University that payment of compensation specified in this agreement, its continuation or any renewal thereof, is dependent upon and subject to the allocation or appropriation of funds to the University for the purpose set forth in this agreement.
Any information, data, instruments, documents, studies, or reports given to or prepared or assembled by the Contractor under this agreement shall be kept as confidential and not divulged or made available to any individual or organization without the prior written approval of the University. Such documents will be the sole property of the University and not the Contractor.
No deliverable items produced in whole or in part under this agreement shall be the subject to an application for copyright by or on behalf of the Contractor.
In addition, all inventions and the copyright in and to any copyrightable work, including, but not limited to, copy, art, negatives, photographs, designs, text, software, or documentation created as part of the Contractor's performance of this project shall vest in the University, and the Contractor agrees to assign all rights therein to the University. Contractor further agrees to provide University with any and all reasonable assistance which University may require to file patent applications, to obtain copyright registrations, or to perfect its title in any such inventions or works, including the execution of any documents submitted by the University.
YEAR 2000: The software must perform fault-free in the processing of date and date related data (including, but not limited to, calculating, comparing, and sequencing) by all hardware, telecommunications, and software products delivered under this contract, individually and in combination, upon installation. Fault-free performance includes the manipulation of this data with dates prior to, through, and beyond January 1, 2000, and shall be transparent to the user.
Hardware, telecommunications, and software products, individually and in combination, shall successfully transition into the year 2000 with the correct date, without human intervention, including leap year calculations. Hardware and software products, individually and in combination, shall also provide correct results when moving forward or backward in time across the year 2000.
Upon the entering of a judgment of bankruptcy or insolvency by or against the Contractor, the University may terminate this contract for cause.
Contractor shall not assign or transfer any interest in this agreement.
It is agreed between the parties hereto that the place of this contract, its situs and forum, shall be Wake County, North Carolina, and in said County and State such matters, whether sounding in contract or tort relating to the validity, construction, interpretation, and enforcement of this agreement, be determined.
The Contractor agrees that he shall be responsible for the proper custody and care of any property furnished him for use in connection with the performance of this contract, or purchased for this contract, and will reimburse the University for its loss or damage.
______________________________________________ (Name and Title of Individual), North Carolina State University, is designated the Project Coordinator for the University.
The non-discrimination clause contained in Section 202 Executive Order 11246, as amended by Executive Order 11375, relative to Equal Employment Opportunity for all persons without regard to race, color, religion, sex, or national origin, and the implementing rules and regulations prescribed by the Secretary of Labor, are incorporated herein.
Program for Employment of the Handicapped (Affirmative Action): Regulations issued by the Secretary of Labor of the United States in Title 20, part 741, Chapter VI, subchapter "C" of the Code of Federal Regulations, pursuant to the provisions of Executive Order 11758 and Section 503 of the Federal Rehabilitation Act of 1973 are incorporated herein.
Neither party shall be deemed to be in default of its obligations hereunder if and so long as it is prevented from performing such obligations by an act of war, hostile foreign action, nuclear explosion, earthquake, hurricane, tornado, or other catastrophic natural event or act of God.
The Contractor shall be required to comply with all laws, ordinances, codes, rules, regulations, and licensing requirements that are applicable to the conduct of his business, including those of Federal, State, and local agencies having jurisdiction and/or authority.
The Contractor is retained by the University only for those purposes and to the extent set forth in this agreement, and Contractor's relation to the University shall during the term of this agreement be that of independent contractor. Contractor shall not be considered as having an employee status or as being entitled to participate in any plan, arrangements, or distributions by the University pertaining to or in connection with any qualified pension plan or providing any other health or welfare plan with similar benefits for regular University employees. Contractor shall be responsible for the payment of any taxes on any monies received by the Contractor.
This contract and any documents incorporated specifically by reference represent the entire agreement between the parties and suspend all prior oral or written statements or agreement.
This contract may be amended only by written amendments duly executed by the University and Contractor.
Any notice under this contract to the University shall be sufficient if mailed to the University as indicated below:
Robert D. Wood
Director of Purchasing
North Carolina State University
Campus Box 7212
Raleigh, NC 27695-7212
Any notice under this contract to the Contractor shall be sufficient if mailed to the Contractor as indicated below:
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__________________________________
__________________________________
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All promises, requirements, terms, conditions, provisions, representations, guarantees, and warranties contained herein shall survive the contract expiration or termination date unless specifically provided otherwise herein, or unless superseded by applicable Federal or State statutes of limitations.
IN WITNESS THEREOF, the parties have executed this agreement in duplicate originals, one of which is retained by each of the parties, effective the day and year first written above.
WITNESS: NORTH CAROLINA STATE UNIVERSITY
_______________________ BY: ________________________________________
Robert D. Wood DATE
Director of Purchasing
WITNESS:
_______________________ BY: ________________________________________
(Contractor's Authorized Representative)
(Title)
DATE________________
Federal Identification Number (FID) or
Social Security Number (SSN)
_________________________________________