Fillable Printable Independent Consultant Agreement - Cornell University
Fillable Printable Independent Consultant Agreement - Cornell University
Independent Consultant Agreement - Cornell University
INDEPENDENT CONSULTANT
AGREEMENT
T HIS AGREEMENT is made by and betwee n Cor nell UNIVERSITY, Ithaca, New York 14850, a not-for-profit educational
corporation, ("Cornell") and ___________________________________
____________________________________________________________________________ (
"Consultant").
For good and valuable consideration, the parties agree as follows:
1. G
eneral Purpose. The gen eral pur pose of thi s Agreement is to engage the services of Consultant to
________________________________________________________________________________________. The s urr ounding
facts and circumstances are more fully set forth in the attach ed Schedules A (Statement of Work), B (Timetable of Deliverables), C
(Compensation and Billing Authorization), D (Consult ant’s Per sonne l), and incorporated herein.
2. General Duties o f Consultant. Consultant shall perform in con formance with the attached schedules A, B, C, and D
incorporated herein, and in confo rmance with professional standards for perfor min g servic es of a similar ki nd. Cornell will assi gn a
representative ("Cornell's Representative"), as named in the attached Schedule A. Only directives from Cornell's Representative
shall be reco gnized b y Consultant. The work to be performed by Consultant shall be performed by the personnel listed in Exhibit D.
Contractor may not replace or reassign such personnel without the prior written consent of Cornell. If any such personnel leave
Contractor's employ, Contractor shall replace personnel with a person having at least equivalent experience and qualifications.
Cornell shall have the right to review and approve such replacement personnel.
3. Timetable. The timetable of deliverables set forth in the attached Schedule B shall be adhered to unles s suc h period is otherwise
extended by Cornell. Consultant shall be responsible to Cornell for any damage caused by the failure by Cons ultant to comply with
the timetable.
4.
Independent C onsu ltant.
In t he p er formance of the work here under, C onsult ant shal l be an indepe nde nt co nsul tant and not a n
e mploye e of Cornell. Consulta nt is not an a gent of, or authorized to transact business, enter into agreements, or otherwise make
commitments on behalf of Cornell unl ess expr essly a uthoriz ed in writi ng by an of fi cer of Cornel l . Contractors engaged through
Consultant will be as employ ees of Consultant and not as em ployees or agents of Cornell.
Co rnell will not pay or wit hhold fed e r a l, state,
or local income tax or other payroll tax of any kind on behal f of Consultant or his employe es.
Consultant is not eligible for, not entitled to, and shall no t participate in an y of Cornell's pens ion, health, or other benefit pla ns .
Consultant is re sponsible for the p ayment o f all r e quired pa yr oll taxes, whether fed e ral, state, or local in nature, including b ut no t
limited to income taxes, Soc ial Sec urity taxe s, Federa l Unemployment Compensation taxes, and any other fees, charges, licenses, o r
payments re quired by la w. C onsultant indemnifies C or nell and holds i t harmless against an y fines, damages, asses sments, or at torney
fee s in the event a court or administ ra tive agency shal l find that Consultant, or contractor(s) engaged thro ugh Consul tant, is an
e mploye e of Cornell.
5. C
onfidentiality. All data a nd information sub mitted or made a vailable to Co nsultant by Cornell o r any ot her perso n, unless
otherwise publicly availa ble, and a ll data and information, and other work developed by Consultant under this Agreement, shall be
utilized by Cons ultant in co nnec tion with thi s Agreement only and shall no t be made availab le by Cons ultant to an y o ther person.
6. Ownership.
(a) C ornell shall own all data, infor mation, and other wor k developed or obtained by Consultant pursuant to this Agreement.
(b) Cornell shall at all times have access to review the ongoing work of Consultant or purposes of inspecting same and determining
tha t work is be i ng pe rformed in accordance with the ter ms of this agree me nt.
(c) Immediatel y upon termination of this Agreement for any reason, all such data, information, and other work, in whate ver form,
shal l be tur ned ove r to Cornell.
(d) For purposes of this Agreement any copyrightable work ("Wor k") developed in the course of perfo rmance under this Agreement
shall be deemed "work made for hire" under federal copyright law and all o wnership rights to such Work belong to Cornell.
(e) Should s uch W ork not con s titute a "work made fo r hire" und er co pyright l aw, Cons ultant hereby grants , transfe rs, assigns, and
conveys t o Cor nell a nd its s uccessors and assigns, the entire right, t itle, and inte rest in the Work or any part t hereo f, including but
not li mited to the right to repr oduce, prepare der ivative works, d istr ibute by sale, lic ense or other transfer; to perform pub lic ly, to
display and to secure copyrights or patents and renewal s, reissues, and extensions of any such copyrights or patents in the United
States o f America or any fo reign count ry.
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INDEPENDENT CONSULTANT
AGREEMENT
(f) Any pate ntable invention conceived o r r ed uced to p ractice in the course of performance under this Agree ment shall be the property
of Cornell.
(g) W
hether a co pyright or patent in the W ork will be maintained or registered in the United States of America o r any foreign country
shall be at the sole d isc r e tion of Cornell.
(h) Consultant agrees to cooperate fully with Cornell in the prep ar ation and execution of all document s necessar y or incidental to this
assignment and the protection and p res er vation of rights herein granted to C or nell .
7. Compensation. The payment terms and schedule set fo r th in the attac hed Sc hedule C shall be adhered to. All invoices shall be
mailed to Cornell University, Invoice Processing, PO Box 4040, Ithaca, N.Y. 14852-4040, referencing the purchase order.
8. Termination. Co rnell may terminate this Agreement at any time wi thout cause, upon 30 days written notice to Consu lta nt.
Consultant may re ta in amounts, if any, paid by Cornell under this Agreement pr ior to te rmination, but e xp lic itly waives a ny r ight to
additional or other amounts of any kind, including based on quantum meruit or other similar theory. The obligations i mposed by
Sections 5 and 6 o f this Agreement as well as any licenses granted hereunder shall sur vive te r mina ti o n unde r thi s A gr ee men t.
9. Insurance. Cornel l req uires that Consultant submit evid ence o f adequate insur ance prior to co mmencement of perfo rmance of work
for Cornell. Satisfa ction of the minimum ins urance requirement s does not necessarily mean that a Consultant's in surance will be
acceptable to Cornell's Department of Risk Management and I nsurance. Minimum requirements are:
a.Statu tor y workers ’ compensation : Insurance under the laws of the State of New York and any other laws that may be applicable
thereto. Co verage “B,” Employer’s Liability, must have limits of at least $100 , 0 0 0.
b. Commercial g e ner al liabilit y insurance: Subject to limits of not less than $1 , 0 0 0,000 for each occurrence. Covera ge mus t be
provided for bodily injury liability, bro ad form property da mage liability, c ontractual liability, a nd products/completed operations
coverage. Comp leted o p er ations coverage is to be maintained for a minimum period of two years after the completion of the
Cornell contract.
c.Automo bile liability insurance: Subject to a co mbined si n gle limit of at least $1,000,000 for each accident for bodily injury
and proper ty d amage. Suc h automob ile liability insurance shall be fo r the contractor’s owned , non-owned, and hired vehicles.
d. Corne ll University must be added to the vendor’s commercial general liability insurance policy as a n “additional insured,”
and evidence of such will be pro v ided in all certificates of insurance. The insurance shall be considered to be primar y and non-
contributory to other insurance or self-insur ance mainta ined by Cornell University for allegat ions of negligence for t he ac ts o r
per for mance of the vendor in fulfillin g t he work o rder.
O
ther R e qui r eme nts
These minimum re quirements of the University s hall not limit the liabilit y or responsibility of the vendor. Cornell’s failure to
enforce the requirements shall not be co nsidered to be a waiver of the requireme nt. Any changes to these requirements shall only be
made in writi n g and agreed upon by all parties.
All Co mmercial gener al liability po licies should be issued on an “occurrence” basis.
All certi ficates of insurance must provide for a minimum of 30 d ays’ notice to Cornell University prior to the cancellation of, non-
rene wal of, or a change in policy terms and/or conditions.
A certificate o f insura nce for all policies required must be issued to Cornell University and received by Co rnell Pro curement
Services prio r to an y work commencing under any contract subject to these requirements.
10. Cy ber Risk Ins ur ance. Ve ndor s hall ha ve and maintain insurance in t he minimum amount of $1,000,000 per claim to be
maintained for t he d ura tion of this A gre ement and t hre e years foll owing its t ermination to r espond to pr i vacy and network security
liability claims including, but not limited to:
1. Liab ility arisin g from theft, disseminat ion, and/or use o f C ornell Uni ver sity Co nfidentia l Information, including, but not limite d to,
bank, credit card account and p er sonally identifiable info rmation, suc h as na me, address, social security numbers, etc. regard less of how
store d or transmitted;
2. N e two rk security liability a rising from (i) the unauthorized a c c e ss to, use of, or tampering with computer systems , includ ing hacker
attacks or ( ii) the inability of an authorized third part y to gain access to Supplie r systems and/o r Cornell University data, includ ing
denial of service, unles s caused by a mec ha nical or electrical failure;
3. Liab ility arisin g from the intr oduction o f a computer virus into, or otherwise causi ng damage to, a c ustomer’s or third person’s
computer, co mputer system, network, or similar co mputer related prop erty a nd the data, software, and p r o grams thereon;
4. Crisis Management expenses (i.e. notification, public relations, reputatio n damage, forensics, etc.) for a data breach.
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INDEPENDENT CONSULTANT
AGREEMENT
11. Indemnification. Consultant shall release, defend, indemnify, and hold harmless Cornell and its trustees, officers, agents,
and emp loyees from all suits, actions, or claims o f any character, name, or description including reasonable atto r ne y fees,
brought on account of any injuries or damage, or loss (real or alleged) received or sustained b y any p er son, persons, or
property, arising out of servic es provided under this Agreement or Consultant's failure to perform or comply with any
requirements of this Agreement including, but not limited to any claims for personal injury, property dama ge, or infringement
of copyright, patent, or other proprietary right. Cornell reserves the right to retain whatever funds which would be due
consultant under this contract until such suits, action or actions, claim or claims for injuries or d amages as aforesaid s hall
have been settled and satis facto r y evidence to tha t effect furnished.
12. Waiver. A delay or failure by either part y to exercise an y right under this Agreement will not co nstitute a waiver of that
or a ny similar or future right.
13. Assignment. T his Agreement may not be assigned by any p ar ty without the express written consent of the ot her.
14. Entire Agreement. This Agreement repr esents the ent ire understa nding of the parties and may not be modified except by
written agreement of t he parties and super sedes all prior written and/or oral agreements.
15. Jurisdiction. This Agreement shall be deemed to have been made in the State of New York. Ne w Yo rk State law
(excl usi ve of a ny c hoice of law pr i nciples ) sha ll govern thi s A gre ement. C onsultant c onsents to the juri s dicti on of the state or
federal courts serving Tompkins County, New York for the resolution of any dispute s arising under thi s A gre ement.
16. Effective Date. The effective date of this agreement shall be the date of Cornell's signature.
17. Non-infringement. Consultant warrants and r epresents that serv ices pro vided hereunder will not infringe, individuall y or
collectively, any patent, copyright, trad e secr et, or o t her prop rieta ry right of any third pa rty; and Consultant has no r eas on to
believe that any patent, copyright, trade secret, or other proprietary right of any third party may be infringed.
18. Compliance with Applicabl e Law s. Consultant warrants and re presents t hat it will co mp ly with all fed e ral, state, a nd
local laws applicable to performance of the work under this Agreement.
19. Advertisement. Consultant may no t use the name Cornell or an y variation thereof for adver tisin g or publicity purposes
without first obtaining the writte n consent of Co rnell.
20. Notices. Each notice, request, or demand given or req uired to be given pur suant to this Agreement s hall be i n wr i ting and
shall be d eemed sufficiently given if deposited in the Unite d States mail, Firs t Class, p ostage pre-paid, and addressed to the
address of the intended r ecip ient set forth b elow or to such ot her add ress as may be specified in writing by the parties.
21. Severability. If a ny pr ovisi on of this Agreement is declar ed invalid by any tribu nal, then such provision shall be deemed
automatically mo dified to confo rm to the requirements for validit y as d eclared at such time, and as so modified, shall b e
deemed a pr ovis ion of this Agr eement as though o riginally inc luded herein. In the event tha t the pr ovis i on invalidated is of
such a nature that it can not be mo dified, the provision shall be deemed deleted from this Agreement as though the pr o vision
had never been included herein. In either case, the rema inin g pro visions of t his Agreement shall remai n in effect.
22. Authority. The pa rti es warra nt that they have the authority to ente r into this Agreement and that e nterin g i nto this
Agreement i s not restricted or prohib ite d by any existing agreement to which the y ar e parties.
23. Affirmative Action. Co nsultant must provide a copy of fir m's OEO /Affirmative Ac tio n Policy.
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INDEPENDENT CONSULTANT
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24 . Right to Audit . T hroughout the ter m of t his Agreement, and for a period of three years after final payment, or longer if
required by law, Cornell, at its own expense, shall be entitled to perform, or to have performed by a third part y of Cornell’s
choo s ing, during normal bu sine s s hours and up on five (5) business days' not ice, an on-site audit of any and all records of
Supplier neces sary to permit Cor nell to evaluate and ver ify Supplier’s c ompliance wit h th e r e quirements of this A gre em e nt.
Supplier grants Cornell permission to vie w and/or copy any books, documents, records, data and information (including data
and information stor e d in electronic fo rm) of Supplier which relate to or have been used in connectio n with the p er formance
of this Agr e ement. Supplier al so grants Cornell permission to inter view Supp lie r’s sta ff and agents as par t of the audit.
Supplier agrees to provid e Co rnell with adequate and appropriate workspace for conducting the audit. If Cornel l, in its so le
discretion, determines that an on-site audit is not necessary, Supplier agr ees to complete, within 30 days of receipt, an audit
questionnaire provided by Cornell. An y ove rcharge s discovered by Cornell, or by a third party of Cornell’s choosing, shall be
paid within 30 d ays of Supplier’s acce ptance of Cornell’s wr itten notific ation of a udit findi ng s. Sup plier ma y not
unreasonably withhold acceptance of audit findings. Supplie r sha ll include this aud i t provision in any subcontracts that it ma y
issue under this Agreement.
25. F ERPA AND H IPPA Compliance. If Cornell deter mines that Supplier’s performance under this Agreement requires
complia nce with the Family Educatio nal Right s and Privacy Act (FERPA) and/or the Health Insurance P ortability and
Accountability Act (HIPAA) , Supplier agrees to enter into any a nd all additional terms necessary to ad dress FERPA and/or
HIPPA compliance.
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INDEPENDENT CONSULTANT
AGREEMENT
In w
itness thereof the parties hereto have caused this Agree ment to be executed by their respective duly authorized representatives as
of the date and year first written belo w.
For Consult ant:
Signature: ______________________________________________
Print Name:
_______
________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
__________________________________________
_______________________________________________
T
itle:
Phone:
Email:
___Address: __
Date:
For Cornell Procureme nt Serv ices:
Signature:
Print Name: _______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
_________________________________________
____
___________________________________________
_______________________________________________
____
__________________________________________
Title:
P
hone:
Email:
Address:______
Date:
C
ornell PO # :
For Co rnell College/Unit Rep re sentative:
Name: _______________________________________________
__________________________________________Initials: _____
____
___________________________________________
D
ate:
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INDEPENDENT CONSULTANT
AGREEMENT
Schedule A
STATEMEN T OF W ORK
Detail and expla nation of the agreement between Cornell University, a non-profit educational corporation (“Cornell”) and
Consultant:
Work Scope and Deliverables
[Specify work to be performe d and any deliverables to be met.]
Initial s Cornell Representativ e: ____________ Date: ____________
Initials Consulta nt Represen t ativ e: ____________ Date: ____________
Schedule B
TIMETABLE
Detail and e xp lanatio n of the agr eement be tween Cornell University, a non -profit educational corporation (“Cornell”) and
Consultant:
P
roject Timetable: The Term of this Agreeme nt shall be from
______/______/________ until ______/______/________.
D
eliverables:
[Specify work to be performe d and any deliverables to be met.]
Initial s Cornell Representativ e: ____________ Date: ____________
Initials Consulta nt Represen t ativ e: ____________ Date: ____________
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INDEPENDENT CONSULTANT
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Schedule C
COMPENSATION AND BILLING AUTHORI ZATION
In full compensation for ser vi ce s under this A gre ement, Cornell will pa y Consultan t on an hourly ba sis o r as specified below.
Cornell will pa y Consultan t a ny and all over time ap proved by Cornell at the str a ight hourly rate. Expenses, other than those
approved by Cornell, are the respo nsibility of Co nsultant. Expe nses asso c ia te d wit h interviewing or reloca tion will not be
reimbur sed.
Contractor(s) will be engaged throu gh Consulta nt acc ord ing to the stipula tions o utlined in Schedule A, Statement of Wo rk and the
following:
Detail and expla nation of the agreement between Cornell University, a non-profit educational corporation (“Cornell”) and
Consultant:
Pa yment Amount a nd Sc hedul e : (Spec ify assigned c onsu ltant (s), hourly rate(s), and/or per pro ject amount(s), esti mated
total hours, term of assignment (if applicable)
Notw ithstanding any other provisions of this A greem ent, the total am oun t payable by C ornell for services will be determined by applying
the s tat ed rate of com pens ati on to th e services actually performed by Consu ltant. Consu ltant w ill n ot render services and C ornell will not
be required to pay for services in excess of the amount stipulated above, unless Consultant has first secured prior w ritten approv al f rom
Cornell.
Invo ic e s will be based on weekly timesheets pre-approved by Cornell Representative (or desig nee) identified in Schedule A.
Consultant will invoice mo nthly, showing consultant(s) na me, hours billed, fees, and other associated charges (if approved by
Cornell) for period of invoice.
T o ensure pr ompt payme nt, id entify Cornell assigned Purchase Order number; send invoic es directl y to:
Cornell Univer sity
Invo ice Processing
PO Box 4040
Ithaca, Ne w York 14852-4040
All payments are due Net 30 after the receipt of invoice.
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AGREEMENT
The following terms and c ondit i ons govern the substit utio n or ad dition of contract ors b y C onsult ant:
(
a)Consultant agrees to assign those contractors whose resumes, personnel data forms or personnel qualification statements
w
ere submitted as required a
nd interviewed and accepted by Cornell and identified in Schedule C. No substitution or
addition of contractor(s) will be made except in accordance with this clause. Personnel identified by Cornell as deficient
will be re moved in a manner to least affect the progress of the project.
(b)
Consultant agrees that during the assigned term as provided in Schedule C no contractors(s) substitutions will be permitted
unless an individual’s sudden illness, death, or termination of employment necessitates such substitutions. In any of these
events, Cons ultant will promptly no tify Cor nell and provid e the information re quired by p a ragraph (d) b e low.
(c)
If contractor(s) becomes unavailable for work during the assigned term for a continuous period exceeding thirty (30)
working days, or are expected to devote substantially less effort to the work than specified by attached Schedules,
Consultant will propose a substitutio n of such contractor(s), in accordance with paragraph (d) below.
(d) A
ll p ropo sed substitutio ns will be sub mitted, in wri ting, to Cornell fifteen (15) days prior to the proposed substitution. Each
request will provide a detailed explanation of the circumsta nces nece ssitating the proposed sub stit utions, a co mp lete res ume
for the proposed substitute and any other information required by Cornell to approve or disapprove of the proposed
substitution. All proposed substitutes will have qualifications equal to or higher than the qualifications of the contractor
being rep laced .
(e)Cornell will evaluate requests for substitution and addition of contractor(s) and promptly notify Consultant, in writing, of
whether the request is approved or disapproved.
(f)If Cornell determines that suitable and timely replacement of contractor(s) who have become unavailable to perform under
the agreeme nt is not reasonab ly forthcoming or that t he resultant reductio n of productive effort would impair the successful
completion of the agreement as incorporated herein, the agreement may be terminated by Cornell for default or for the
convenience of Cor nell, as appr o priate.
Revised Schedule C must be agreed to and signed by representatives of Consul tant a nd Cornell for additional and or substitute
contractors.
Initial s Cornell Representativ e: ____________ Date: ____________
Initials Consultant Representative: ____________ Date: ____________
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Schedule D
CO NSULTANT’ S PERSONNEL
Detail and expla nation of the agreement between Cornell University, a non-profit educational corporation (“Cornell”) and Consultant:
List of Personnel:
Initial s Cornell Representativ e: ____________ Date: ____________
Initials Consulta nt Represen t ativ e: ____________ Date: ____________
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