East Carolina University
Contract
THIS AGREEMENT, made and entered into this day of , , by and between
[Name] [Address {Street}]
[City, State, Zip]
Hereinafter referred to as "Contractor," and East Carolina University, hereinafter referred to as "University;"
WITNESSETH:
THAT WHEREAS, the Contractor has submitted to the University a proposal for the performance of certain services; and
WHEREAS, the parties hereto desire to reduce the terms of this agreement to writing;
NOW, THEREFORE, for and in consideration of the mutual promises to each other, as hereinafter set forth, the parties hereto do mutually agree as follows:
1. The Contractor hereby agrees to perform in a manner satisfactory to the University,
2. The Contractor agrees to provide the services as specified in Paragraph 1 at the cost of . The Contractor shall be paid by the University upon submission of properly certified invoices.
3. In cases of conflict between specific provisions of the Contractor’s proposal and this Contract, this Contract shall control.
4. Any information, data, instruments, documents, studies, reports or deliverables given to or prepared or assembled by the Contractor under this Contract shall be kept as confidential proprietary information of the University and not divulged or made available to any individual or organization without the prior written approval of the University. Such information, data, instruments, documents, studies, reports or deliverables will be the sole property of the University and not the Contractor. These terms of confidentiality shall not apply to information which, at the time of disclosure is in the public knowledge, becomes part of public knowledge, except by breach of this Contract, or constitutes a “public record” consistent with NCGS 132-12; was in Contractor’s possession at the time of disclosure by University; results from research and development by Contractor independent of disclosure by University; and Contractor receives from third parties, directly or indirectly from University on a confidential basis.
5. (a) All intellectual property, including but not limited to, patentable inventions, patentable plants, novel plant varieties, copyrightable works, mask works, trademarks, service marks and trade secrets invented, developed, created or discovered in performance of this Contract shall be the property of the University.
(b) Copyright in and to any copyrightable work, including, but not limited to, copy, art, negatives, photographs, designs, text, software, or documentation created as part of the Contractor’s performance of this project shall vest in the University. Works of authorship and contributions to works of authorship created by the Contractor’s performance of this project are hereby agreed to be “works made for hire” within the meaning of 17 U.S.C. 201. However, if the University is not able to obtain copyright ownership under the statutory provisions for “works made for hire”, then Contractor hereby assigns to University all right, title, and interest in such works and contributions.
(c) Contractor further agrees to provide University with any and all reasonable assistance which University may require to file patent applications, to obtain copyright registrations, or to perfect its title in any such inventions or works, including the execution of any documents submitted by the University.
6. The Contractor is an independent Contractor and represents that he or she is not an employee of East Carolina University and that all personnel required in performing the services under this agreement, including insurance, will be secured at his own expense. Such personnel shall not be employees of, or have any individual contractual relationship with the University.
Tax Reporting and Withholding Requirements:
Independent Contractors. 4% withholding tax is required for personal services compensation paid to a nonresident individual or entity for services performed in North Carolina. Withholding is only required if the personal services provider is paid or is expected to be paid more than $1500 during the calendar year. The following services require withholding: a performance, an entertainment or athletic event, a speech, a seminar, or the creation of a film or television program. To be exempt from the 4% withholding, the independent Contractor must supply a copy of their Certificate of Authority issued by the Secretary of State. Independent Contractors will be sent a Form 1099-Misc. at the end of the calendar year if the payment(s) made during the year aggregate to more than $1500. Backup withholding is required if the independent Contractor does not furnish the University with a Taxpayer Identification Number.
7. Work proposed to be performed under this contract by the Contractor or his employees shall not be subcontracted without prior written approval of the University’s Assistant Director for Contracts.
8. The service of the contract shall commence on or about beginning date through , the end date.
9. If, through any cause, the Contractor shall fail to fulfill in a timely and proper manner the obligations under this agreement, the University shall thereupon have the right to terminate this contract by giving written notice to the Contractor of such termination and specifying the effective date thereof.
10. The University may terminate this Contract at any time by giving written notice to the Contractor of such termination and specifying the effective date thereof.
11. The Contractor shall not assign any interest in this Contract (whether by assignment or novation) without the prior written consent of the University’s authorized representative.
12. [Name] [Title] [Department] ,
is designated as the operational Contract Administrator for the University.
13. The Contractor shall be required to comply with all laws, ordinances, codes, rules, regulations, and licensing requirements that are applicable to the conduct of this business and the work to be performed, including those of Federal, State, and local agencies having jurisdiction and/or authority.
14. The Contractor shall be considered to be an independent Contractor and as such shall be wholly responsible for the work to be performed, including adequate insurance coverage.
15. This Contract and any documents or exhibits incorporated specifically by reference represent the entire agreement between the parties and supersede all prior oral or written statements or agreements.
16. The Contract may be amended only by written amendments duly executed by the University’s Assistant Director for Contracts and the Contractor.
17. It is agreed, between the parties, that the place of this Contract, its status and form, shall be Pitt County, North Carolina, where all matters whether sounding in contract or tort, relating to the validity, construction, interpretation, and enforcement shall be determined.
18. The Contractor hereby expressly agrees to indemnify and save harmless the University from claims, suit, actions, damages and costs of every name and description arising out of or resulting from Contractor's negligent acts or omissions.
19. Neither party shall be deemed to be in default of its obligations hereunder if and so long as it is prevented from performing such obligations by any act of war, hostile foreign action, nuclear explosion, riot, strikes, provider boycott, civil insurrection, earthquake, hurricane, tornado, or other catastrophic natural event, medical and epidemic emergencies, act of God, or any other act beyond parties control.
20. All notices shall be hand delivered, sent by private overnight mail service, or sent by registered or certified U.S. mail and addressed to the party to receive such notice at the address given below, or such other address as may hereafter be designated by notice in writing:
If to the University: East Carolina University
Materials Management
c/o Contracts Administrator
200 East First Street
Greenville, NC 27858-4353
If to the Contractor:
The University and the Contractor have executed this Agreement in triplicate as of the date first written.
EAST CAROLINA UNIVERSITY
Approved By:
Chair/Dean/Director Date
(Printed Name)
Approved By:
Vice Chancellor Date
Approved By:
Grants Administration Date
(If Applicable)
Verified By:
Human Resources Date
Authorized By:
Materials Management Date
CONTRACTOR'S NAME
Accepted By:
Signature Date
(Printed Name)
(Title)