Fillable Consulting Agreement042014 Consulting Agreement042014 AGREEMENT (Marquette University)

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Consulting Agreement042014 Consulting Agreement042014 AGREEMENT (Marquette University)

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OGC 10/2013
CONSULTING AGREEMENT
This CONSULTING AGREEMENT (“Agreement”) is effective as of ______________________, by and
between MARQUETTE UNIVERSITY, a Wisconsin nonstock corporation (“Marquette”) and
_________________________ (“Consultant”). Consultant’s FEIN/SSN: ______________________________.
RECITAL
Marquette and Consultant desire to enter into this Agreement to provide for each party’s responsibilities
with respect to the program services described on attached Exhibit A (the “Program Services”).
AGREEMENTS
In consideration of the recital and other good and valuable consideration, Marquette and Consultant
agree as follows:
1. Consultant Responsibilities. Consultant will perform the Program Services.
2. Fees and Payments. Marquette shall pay Consultant the amount set forth on Exhibit A.
Consultant is an independent contractor and shall be solely and personally responsible for all federal, state and
local taxes, contributions and premiums with regard to such payments.
3. Term. The term of this Agreement shall be from the date of this Agreement until completion of
the Program Services and payment therefor by Marquette. Other than for material breach of the Agreement, this
Agreement may not be terminated by either party except that Marquette may immediately terminate this
Agreement upon the death or incapacity of Consultant in order to provide for the timely completion of
Consultant’s services.
4. Ownership of Work Product. Consultant hereby sells, assigns, grants and transfers to Marquette
all right, title and interest in any reports, documents or other copyrighted materials prepared by Consultant for
Marquette pursuant to this Agreement, including all copyrights, renewals and extensions thereof. Consultant
represents and warrants to Marquette that no third party shall have any rights in any reports, documents, or other
copyrighted materials prepared by Consultant for Marquette pursuant to this Agreement and that Consultant has
the authority to deliver title to any reports, documents, or other copyrighted materials prepared by Consultant for
Marquette pursuant to this Agreement.
5. Nondisclosure of Confidential Information. Consultant will not, either directly or indirectly, as
an employee, agent, consultant, partner, shareholder or in any other capacity, use or disclose any confidential or
proprietary information, including without limitation employee and student data, financial data and mailing lists
(the “Confidential Information”) of Marquette for any purpose other than performance of the Program Services.
Unless Consultant has obtained the prior written consent of Marquette to the contrary, Consultant will not
disclose the Confidential Information to any third parties and Consultant shall limit disclosure of the
Confidential Information to Consultant employees with a need to know the Confidential Information. Consultant
agrees that it is responsible for any breach of this Agreement by its officers, directors, shareholders, employees,
consultants and agents. This section 5 will not apply to any information that Consultant can demonstrate by
written evidence (a) was known to Consultant prior to the disclosure to Consultant by Marquette or (b) has
become public knowledge without a breach of this Agreement or other confidentiality obligation.
OGC 10/2013
6. Delivery of Documents. Marquette may discontinue furnishing or making available access to
Confidential Information at any time in the sole discretion of Marquette. Upon demand by Marquette,
Consultant shall promptly deliver to Marquette all Confidential Information and all correspondence, designs,
sketches, drawings, manuals, letters, notes, computer diskettes, computer or voice tapes, notebooks, reports or
any other documents or media embodying or concerning the Confidential Information that came into
Consultant’s possession, by any means whatsoever, during the term of and performance of the Services.
7. Insurance. If the amount paid to Consultant under this Agreement is in excess of $2,000,
Consultant shall maintain the following insurance policies from insurers licensed to do business in the State of
Wisconsin: (a) commercial general liability (CGL) insurance of not less than $1,000,000/occurrence and
$2,000,000 aggregate; (b) worker compensation insurance in accordance with applicable state statutory limits;
(c) automobile insurance in the amount of $1,000,000 (including coverage for insured, uninsured, underinsured,
owned and non-owned vehicles). Certificates of insurance shall be provided upon request of Marquette. Where
liability insurance is required, Marquette shall have no duty to pay any invoice until proof of liability insurance
with appropriate minimum limits is provided to Marquette by Consultant.
To the extent that Consultant is an individual person or sole proprietorship and that Consultant has no
employees except for the individual performing the services, the preceding insurance provision shall not apply,
but the following language shall apply. Marquette and Consultant are independent contractors. Nothing in this
Agreement shall be understood or construed to create or imply any relationship between Marquette and
Consultant in the nature of any joint venture, employer/employee, principal/agent, or partnership. Neither
Marquette nor Consultant shall have the authority to, nor shall either attempt to, assume any obligation by or on
behalf of the other. Consultant shall in no way become an employee of Marquette by performing services under
this Agreement and is not eligible for worker compensation benefits from Marquette. Therefore, Consultant
agrees and understands that, as an independent contractor, Consultant may be required by applicable law to
provide Consultant’s own Worker Compensation insurance coverage. See, e.g., § 102.04(1)(b)2, Wis.Stats.
Consultant or Consultant’s worker compensation insurer shall be responsible for health and medical bills for
sickness and injury, including sickness or injury that may be suffered by Consultant while working on or
arising from activities covered by this Agreement. Consultant also understands the need to purchase, and has
considered the purchase of, individual health insurance and benefit coverage as may be applicable to
Consultant’s needs, apart from worker compensation insurance coverage. In addition, Consultant understands
and agrees that financial responsibility for Consultant’s legal liability arising from Consultant’s actions and
activities shall rest with Consultant. Therefore, Consultant should effect and maintain any insurance coverage,
including but not limited to General Business and Automobile Liability policies, necessary to assure
Consultant’s financial obligations and legal liability. Personal liability coverage afforded by standard
Homeowners/Rental Owners and Automobile policies may meet this obligation if endorsed for business use.
Consultant should obtain whatever review by Consultant’s insurer or agent of Consultant’s insurance needs as
Consultant deems necessary to assure that adequate insurance coverage and protection has been obtained by
Consultant.
8. Relationship. The parties hereto are independent contractors. Nothing in this Agreement shall be
understood or construed to create or imply any relationship between the parties in the nature of any joint
venture, employer/employee, principal/agent or partnership. Consultant shall in no way become an employee of
Marquette. Neither party is authorized to nor shall any party represent itself as, the agent, representative, partner
or joint venturer of the other party unless agreed upon by both parties in specified circumstances. Consultant
shall make clear to all third-parties that Consultant is an independent contractor and consultant to Marquette and
that Consultant is not an employee or official of Marquette. Neither party shall have the authority to nor shall
either party attempt to assume any obligation by or on behalf of the other party.
9. Expenses. Except as expressly provided to the contrary in this Agreement, all expenses incurred
OGC 10/2013
by the parties shall be the sole responsibility of the party who ordered the service or incurred the particular
expense.
10. Governing Law. This Agreement shall be governed by and construed exclusively in accordance
with the laws of the State of Wisconsin, regardless of choice of law requirements. The parties hereby consent to
the jurisdiction of the state courts of Wisconsin and of any federal court in the venue of Wisconsin for the
purpose of any suit, action or proceeding arising out of or related to this Agreement and expressly waive any and
all objections they may have as to venue in any of such courts.
11. Assignment. This Agreement may not be assigned without the written consent of the other party.
Consultant’s services are personal in nature and may not be assigned or delegated to any other person.
12. Entire Agreement. This Agreement represents the entire Agreement between the parties and
supersedes any prior oral or written understandings with respect to the Program. This Agreement may only be
amended by an agreement signed in writing by all of the parties hereto. Upon execution, this Agreement will be
a valid and binding obligation of each party and enforceable in accordance with its terms.
13. University Purchase Order. Any purchase order issued by Marquette in connection with this
Agreement is intended to establish payment authority for Marquette’s internal accounting purposes. The terms
and conditions of any such purchase order do not constitute a counteroffer, amendment, modification, revision,
or supplement to the terms of this Agreement, and no term or condition of any such purchase order shall be part
of this Agreement. It is agreed, however, that all invoices not referencing a valid University Purchase Order
Number for the amount invoiced will be rejected, and the total amount invoiced or paid under this Agreement
may not be greater than the amount stated on the University Purchase Order(s) applicable to this Agreement.
CONSULTANT: MARQUETTE UNIVERSITY
BY______________________________________ BY
Print Name:_______________________________ Print Name: ________________________________
Print Title: _______________________________ Print Title: ____________________________________
OGC 10/2013
EXHIBIT A
Program Services
Description of Program Services:
Date(s) for Program Services:
Date for Final Completion of Program Services:
Payment for Program Services:
Date(s) for Payment(s):
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Consulting Agreement042014 Consulting Agreement042014 AGREEMENT (Marquette University)

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Completed 23 July 2020

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