b) IC warrants that any material produced pursuant to this Agreement shall
be original except for such portion from copyrighted works that: (i) may be included
with the copyright owner’s permission; (ii) contain no libelous or unlawful
statements or materials; and (iii) will not infringe upon any copyright, trademark,
patent, statutory or other proprietary rights of others.
c) IC will not publish, permit to be published, or distribute for public use,
any information, oral or written, concerning the results or conclusions made or work
done pursuant to this Agreement without the prior written consent of the Foundation
and the FITW Project Director.
d) IC will retain ownership of intellectual property that has been
independently developed by IC without Foundation financial support. With respect
to this IC-owned intellectual property required to be delivered under the scope of
work, IC grants to Foundation a royalty-free, nonexclusive irrevocable license to use
such intellectual property in accordance with the Foundation’s obligations to
IC shall not assign, transfer, contract or otherwise dispose of IC's rights or duties
hereunder, in whole or in part, to any other person, firm or corporation without the
express written consent of the Foundation.
8. Status of Parties
a) The relationship of the parties shall be that of principal and independent
contractor and not of an employer-employee relationship. IC hereby warrants that it is:
(i) in compliance with all tax filings and similar requirements imposed on it; and (ii)
solely responsible for paying income taxes, FICA taxes, and other taxes and assessments
which arise from receipt of payments under this Agreement.
b) This Agreement shall not be construed to contain any authority, either express
or implied, enabling the IC to incur any expense or perform any act on behalf of
Foundation without express written consent.
9. Ethical Conduct
The Foundation strives to maintain the highest ethical standards in all of its
operations. All parties acting pursuant to this Agreement will establish standards,
policies and procedures of ethical conduct that address, but are not limited to, the
areas of conflict of interest, misconduct in science, fraud, abuse and waste.
10. Compliance with Laws and Regulations
a) The parties agree to comply with all federal, New York State, and other
applicable laws and regulations in performing the obligations under this Agreement.
This includes, without limitation, the Sponsor policies and the express terms of