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University of San Francisco
This independent contractor agreement is between the University of San Francisco, a California
non-profit corporation ("University"), and ___________________________________ ("Contractor") and is
dated as of ________________.
University desires to obtain the services of Contractor and Contractor has the expertise and
experience to provide such services to University. The parties therefore agree as follows.
1. Scope of Service. Contractor shall provide the services described on Exhibit A
attached hereto and incorporated by reference ("Consulting Services") with the
standard of professional care and skill customarily provided in the performance of
such services, and shall use reasonable efforts to perform the Consulting Services to
the satisfaction of the University.
2. University Liaison. The University liaison overseeing the Consulting Services will
be __________________.
3. Term of Agreement. The Consulting Services shall commence not later than
___________ and be completed by ________________. Time is of the essence in this
agreement. This term may be extended beyond such completion date if University
agrees, in writing, to an extension.
4. Fees. University shall pay Contractor a fee of ______________ for the Consulting
5. Contractor Taxes. Contractor shall be solely responsible for payment of income,
social security, and other employment taxes due to the proper taxing authorities.
Contractor acknowledges that University will not deduct such taxes from any
payments to Contractor.
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6. Materials Provided. University shall furnish Contractor the materials described on
Exhibit B appended hereto and incorporated by reference.
7. Termination. University may terminate this agreement without cause at any time
upon giving at least ten (10) days written notice of its intention to terminate as of the
date specified. In the event of termination prior to completion of the Consulting
Services, the amount of the total fee to be paid Contractor shall be determined by
University on the basis of the portion of the total work actually completed up to the
time of such termination.
8. Relationship of the Parties. Contractor shall be an independent contractor of
University, and not a partner, agent, employee, or joint venturer of University; and
neither party shall hold himself/itself out contrary to these terms by advertising or
otherwise. Neither party shall be bound by any representation, act, or omission
whatsoever of the other.
9. Confidential Information. Contractor agrees to keep confidential and not to
disclose to third parties any confidential information provided by University
pursuant to this agreement without the prior written consent of University to make
such disclosure. This obligation of confidentiality does not extend to any information
that is or shall become, through no fault of Contractor, available to the general public.
This obligation of confidentiality shall survive the expiration and termination of this
10. Dispute Resolution. In the event a dispute arises between the parties with regard to
the rights or duties created by this agreement, or in the event of a breach of this
agreement by either party, the parties agree to meet and confer in a good faith effort
to resolve the dispute. In the event the parties are unable to informally resolve the
dispute within thirty (30) days after the dispute has arisen, the parties agree to
submit the dispute to binding arbitration in accordance with the rules of the
American Arbitration Association.
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11. Entire agreement/Modification. This agreement constitutes the entire
understanding between the parties with regard to the subject matter hereof and may
not be amended except by an agreement signed by Contractor and an authorized
representative of University.
12. Governing Law. This agreement shall be governed by and construed under the laws
of the State of California.
13. Severability. If any term of this agreement or its application to any person or
circumstances shall, at any time or to any extent, be determined invalid or
unenforceable, the remaining provisions shall not be affected and shall be deemed
valid and fully enforceable to the extent permitted by law.
14. Assignment. Contractor shall not assign the rights or obligations under this
agreement without the prior written consent of University.
University of San Francisco
Address: ________________________________________
City/State/Zip __________________________________
Phone: ________________________________________
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Exhibit A
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Exhibit B