Updated 1/20/09
ADDENDUM TO:
SAINT LOUIS UNIVERSITY
STANDARD SERVICES AGREEMENT
This Addendum, when attached to the Saint Louis University Standard Services Agreement, shall
incorporate into the Standard Services Agreement, the additional terms and conditions as indicated
below. In order for any additional term or condition below to apply, all parties to the Standard Services
Agreement shall have initialed below where appropriate.
Standard Services Agreement Date:_____________________________.
Parties: Saint Louis University and______________________________.
____________ Confidentiality. Both parties and any other person signing on behalf of both parties,
including their agents, employees, and servants, hereby agree not to directly or indirectly, disclose to
any third party the terms of this Agreement, except as may be required by law. Notwithstanding the
foregoing, the terms of this Agreement may be disclosed by either party, upon notice to the other, of a
purchaser or bona fide potential purchaser of either party.
____________ Confidential Information. Provider acknowledges that, due to the scope of work
and nature of services required under this Agreement, Provider, its employees, agents and/or
representatives will/may have access to or receive confidential information of the University that may
include, but is not limited to, non-public personally identifiable information and/or any other non-public
information related to University students, faculty and staff, regardless of whether or not such
information is marked by the University as confidential (the “Confidential Information”). Provider
hereby represents and warrants to the University, that all Confidential Information accessed or
received as a result of this Agreement shall not be used or disclosed to any third party without the
University’s express written consent, other than as necessary for the performance of the Provider’s
duties hereunder, except as required by law. Provider shall, when using Confidential Information, or
when requesting Confidential Information from any individual or entity associated with the University,
limit the use of or access to such Confidential Information to the minimum level necessary to
accomplish the intended purpose of the use, or request. Provider shall implement appropriate
safeguards to prevent the unauthorized use or disclosure of such Confidential Information and shall
provide the University with information concerning such safeguards as the University may reasonably
request. Provider shall timely report to the University any use or disclosure of Confidential Information
of which it becomes aware, that is used or disclosed other than as authorized herein. Provider shall
ensure that its employees, representatives, agents and subcontractors (when the use of such
subcontractor has been approved in writing by the University and prior to any use of or access to
Confidential Information), who have access to or receive Confidential Information will comply with the
same restrictions and conditions as apply to Provider with respect to such Confidential Information as
set forth herein. Provider represents and warrants that upon expiration or termination of this
Agreement, Provider shall return or destroy all Confidential Information, as directed by the University,
that Provider its employees, representatives and agents or subcontractors then maintains in any form
and Provider its employees, representatives, agents and subcontractors shall not retain copies of any
such Confidential Information. Both parties agree that this section shall survive termination or
expiration of this Agreement.
____________ University’s Mission. Saint Louis University is a Jesuit, Catholic institution, and as
such, the Provider, in the conduct of services contracted for this Agreement, shall not take any action
or make any speech that is inconsistent with or otherwise contradictory to the mission, beliefs, or
ideals of the Catholic Church, the Jesuit Order, or Saint Louis University.
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Updated 1/20/09
____________ Copyright. Copyright to all images, productions, or other work produced by Provider
under this Agreement shall be held by the University. Provider shall have no right to publish or
otherwise use such work in any manner whatsoever without the express written consent of the
University. University approval may be withheld with or without reasonable cause.
____________ Copyright Indemnification. Provider shall indemnify, hold harmless and defend, at
its expense, any action brought against the University related to Provider’s products and services,
including, without limitation, those based on a claim that the use of the Provider products infringes any
United States patent or United States copyright, and Provider will indemnify the University from any
costs, damages and fees finally awarded against the University in such action which are attributable to
such claim. The University agrees to notify Provider promptly in writing of any claim to permit Provider
to defend, compromise or settle the claim and to provide all available information and assistance
regarding such claim. Should any Provider product become or, in the University’s opinion, be likely to
become the subject of a claim for infringement of a United States patent or United States copyright,
Provider shall (i) procure for the University, at no cost to the University, the right to continue to use
the Provider product or (ii) replace or modify the Provider product at no cost to the University or to
make such non-infringing, provided that the replacement or modified Provider product provides
substantially similar function and performance.
____________ Registered Marks. Provider acknowledges that the names, logos, service marks,
trademarks, trade dress, trade names and patents, whether or not registered, now or hereafter owned
by or licensed to the University or its affiliated companies or assigns (collectively “Marks”) are
proprietary Marks of the University and Provider will not use the Marks for any purpose except as
expressly permitted in writing by the University. Upon termination of this Agreement, Provider shall (a)
immediately and permanently discontinue the use and display of any of the Marks and make or cause
to be made such changes as the University shall reasonably direct; and (b) immediately remove and
deliver to the University all goods bearing any Marks.