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RF Award #73341 Project #1129055
CFDA # 84.116
This Agreement [“Agreement”] made by and between THE RESEARCH
profit educational corporation organized and existing under the laws of the State of New
York, with its principal offices located at 35 State Street, Albany, New York 12207-
2826 and with a business office located at the State University of New York at
Farmingdale, hereinafter referred to as “Foundation” and [ ],
an Independent Contractor with its principal offices located at
[ ] hereinafter referred to as [“Contractor” or “IC”].
WHEREAS, Foundation has an award from the U.S. Department of Education
[Sponsor] to carry out a Project entitled First in the World Program (FITW) [Project];
WHEREAS, Foundation desires and the IC represents that it is competent and
willing to perform services in connection with the Project.
THEREFORE, it is agreed by the parties as follows:
1. Scope of Work
a) Contractor agrees to perform and complete in a competent manner all of the
work and services detailed in the Scope of Work and Reporting Schedule, if applicable,
attached as Exhibit A, to enable the Foundation to meet the requirements of the
2. Compensation & Certifications
a) In full and complete consideration of Contractor's performance, the
Foundation shall pay Contractor for work performed in accordance with the terms of
this Agreement, up to [ ]. In no event shall the
total amount paid exceed this maximum cost, except upon formal modification of this
Agreement as provided herein.
b) Contractor certifies that: 1) the services performed under this Agreement
are separate and distinct from any other services provided to the Foundation; 2) it has
not and will not receive payment for services provided to the Foundation under this
Agreement from any other sources, and; 3) services will be performed without reliance
upon the State University of New York or the Foundation for training, workspace, staff,
supplies, or equipment.
c) Within 15 days of the end of each semester, IC shall submit invoices based on
the following schedule:
Fall 2018
Spring 2019
Summer 2019
A report of services provided, or deliverable(s) worked on and/or completed,
shall accompany each invoice. Foundation reserves the right to withhold payment to
Contractor pending receipt of any required technical reports.
3. Term
The term of this Agreement shall be from October 1, 2018 to September 30,
2019 unless extended or terminated as provided hereunder.
4. Termination
a) This Agreement may be terminated by either party, with or without cause by
giving thirty (30) days written notice to the other party. The thirty (30) days written
notice period shall commence on the date contained within the written notice to the
affected party.
b) Foundation may suspend this Agreement for cause upon ten (10) days
written notice; provided, however, that Contractor will have not more than thirty (30)
days from the date of such notice to remedy or cure any default or breach upon initial
notice from Foundation. Foundation may withhold payments to Contractor for the
purpose of set-off until such time as the exact amount of damages may be determined.
c) If the Contractor shall fail to fulfill in a proper manner its obligations under
this Agreement or violates any of the provisions of this Agreement, Foundation shall
have the right to terminate this agreement in whole or in part, by sending written
Notice of Termination to the Contractor which shall take effect thirty (30) days from
the date contained in the written notice.
d) Upon notification that this Agreement has been terminated or suspended as
provided above, the Contractor shall immediately stop all work under this Agreement
on the date and to the extent specified in the Notice of Termination. Foundation agrees
to compensate the Contractor for all work performed pursuant to this Agreement prior
to termination, provided termination is not a consequence of Contractor’s breach,
default, or failure to perform pursuant to this Agreement.
5. Notices
All notices under this Agreement shall be sent by U.S. First Class Mail or
via overnight delivery to the addresses listed below. Notice will be deemed
acceptable if sent via electronic mail (e-mail) if followed by formal written notice in
accordance with this Section.
To Foundation: To Independent Contractor:
The Research Foundation for The
State University of New York ________________________
2350 Broadhollow Road ________________________
Farmingdale, NY 11735 ________________________
E-mail: oconnor@farmingdale.edu (address)
Telephone: 631-420-2170 Telephone:
Attention: Greg O’Connor Attention:
RF Operations Manager
To FITW Grant Project Director:
Dr Beverly L. Kahn
Farmingdale State College
RAM Program Greenley Hall
2350 Broadhollow Road
Farmingdale, NY 11735
6. Rights in Work Product
a) Material or work produced under this Agreement shall be considered
work for hire, and owned exclusively by Foundation. IC shall not claim or assert
any interest, proprietary or otherwise, in any materials or work required to be
produced or delivered under this Agreement. IC assigns all rights, title, and interest
to such materials and work to Foundation. IC will cooperate and take all necessary
action to facilitate such assignment to Foundation.
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
7. Assignment
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
Foundation’s agreement with Sponsor, are incorporated by reference herein as a material
part of this Agreement even if not specifically set forth in this document.
11. Protected Information
a) The parties acknowledge that they may possess certain proprietary or
confidential information which may be utilized in performance of the Project.
“Protected Information” shall mean all such proprietary or confidential information
provided by the disclosing party in writing and marked “confidential” or if disclosed
orally summarized in writing and marked “confidential” and transmitted to the non-
disclosing party within thirty (30) days of oral disclosure.
b) Protected Information will only be disclosed to the employees, consultants,
students or agents (if applicable) who require the same to fulfill the purposes of the
research or a need to know and who have read and are obligated to be bound by this
clause. The receiving party shall protect the disclosing party’s Protected Information
with the same standard of care with which the receiving party treats its own
Protected Information. Protected Information shall be used by the receiving party
only within the scope of this Agreement.
c) Each party shall, for a period of three (3) years after the termination or
expiration of this Agreement, maintain the same level of care to prevent the
disclosure of a party’s Protected Information, unless otherwise required by law.
Upon expiration of the three (3) year period, or upon the request of the disclosing
party, whichever is first, the receiving party will destroy all copies of such Protected
Information and so certify the same in writing within thirty (30) days. Only one
extant copy of such information shall be kept by the receiving party for archival or
purposes of audit.
d) Neither party shall be liable for disclosure or use of the information of the
other party if said information was:
1) known by the receiving party at the time it was acquired from the
disclosing party;
2) already generally available to the public, or subsequently becomes so
available without default of the receiving party;
3) received by a party to this Agreement from a third party who did not
acquire it directly or independently from a party to this Agreement in
4) independently developed by the receiving party without the use or
reliance on Protected Information, or;
5) required to be disclosed by applicable law, court order or regulations of
any applicable governmental agency provided that the disclosing party
shall give advance, written notice to the other party of the compelled
12. Liability; Indemnification
IC agrees, to the fullest extent permitted by law, to indemnify, hold harmless
and defend the Foundation and its directors, officers, employees, consultants, agents
and representatives against all claims, causes of action, damages, losses or expenses,
including without limitation attorneys’ fees, arising out of or resulting from the IC’s
performance or failure to perform under this Agreement provided such claims are not
based upon the negligence or willful misconduct of Foundation.
13. Records
Contractor shall maintain appropriate and complete accounts, records,
documents, and other evidence showing and supporting all costs incurred under this
agreement. Contractor will insure that appropriate internal controls are in place and
properly functioning for the accounts, records and other evidence showing and
supporting all costs incurred under this agreement. All accounts and records relating
to this agreement shall be subject to inspection by Foundation or its duly authorized
representative(s). All accounts and records shall be preserved by the Contractor for a
period of six (6) years after final settlement of this agreement. Contractor shall notify
the Foundation by registered mail thirty (30) days prior to termination or material
change of any policy.
14. Modification
This Agreement may not be changed, amended, modified or extended unless in
writing and duly signed by the parties hereto.
15. Governing Law
This Agreement shall be construed according to the laws of the State of New York,
without regard to conflict of law provisions, and shall be deemed to have been executed in
the State of New York. Any litigation shall be brought to an appropriate court within the
State of New York.
16. Survival
In the event of termination of this Agreement for any reason, the following
sections shall survive termination: 5, 6, 7, 8, 10, 11, 12, 13, and 15.
17. Entire Agreement
This Agreement represents the entire agreement and understanding of the parties
hereto. No prior writings, conversations, or representations of any nature shall be
deemed to vary the provisions of this Agreement.
18. Order of Precedence
In the event of a conflict between this Agreement and Exhibit A, this Agreement
shall take precedence and control.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year last written below. By executing this Agreement, IC provides any assurances
and/or certifications of compliance required herein.
By__________________________ By________________________
Name________________________ Name______________________
Title_________________________ Title_______________________
Date_________________________ Date_______________________
FITW Grant Project Director
Name: Dr. Beverly L. Kahn
Title: Director, Research Aligned Mentorship Program
Date: _____________________________
Gregory O'Connor
Operations Manager
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Exhibit A
Scope of Work and Reporting Schedule
Contractor will (provide the following services/complete the following
deliverables) (choose one):
Period of Performance
(add rows as necessary)
Deliverable Description
Due Date
(add rows as necessary)
Fees and Payment Schedule: Contractor shall be paid in accordance with the
invoicing schedule in Section 2. c). Maximum compensation shall not exceed the
total in Section 2. a).
Reporting Requirements: Within 15 days of the completion of each semester
during which Contractor performs work under this Agreement, Contractor shall
send a report to the Project Director Beverly Kahn via email at
kahnbl@farmingdale.edu. Each report shall summarize work completed, efforts
underway, suggestions, and any questions.
Contractor further agrees to provide any additional progress reports as may
reasonably be requested by the Project Director.
Other Information: