INSTRUCTION SERVICES AGREEMENT
Made by and between UNIVERSITY OF PITTSBURGH OF THE COMMONWEALTH SYSTEM OF HIGHER EDUCATION, acting by and through its (STUDENT ORGANIZATION NAME AND CAMPUS ADDRESS), Pittsburgh, PA 15260 (hereinafter referred to as “the University”) and INSTRUCTOR’S NAME hereinafter referred to as "Instructor".
In consideration of the foregoing, the parties, intending to be legally bound, hereby agree to the following:
1. The Instructor is hereby retained by the University and agrees to provide all necessary labor, supervision, materials and supplies, unless otherwise noted, to perform the services described as follows (Services), as identified and requested by the University:
A. Services to be performed are limited to teaching [NAME/TYPE OF CLASS]
B. Class Time: [START TIME] AM/PM to [END TIME] AM/PM
C. Place: [ROOM LOCATION BUILDING AND ROOM NUMBER/NAME]
D. Class Start Date: [MONTH - DAY - YEAR]
E. Class End Date: [MONTH - DAY - YEAR]
F. Fee: $ [AMOUNT AGREED UPON]
2. The Instructor agrees to perform the Services in a professional manner to the satisfaction of the University during the term of this Agreement.
3. All payments will be made via University check within thirty (30) days following the performance. If the Instructor is employed by the University of Pittsburgh in another capacity, payment will be included in the Instructor’s next regularly scheduled University paycheck following the conclusion of Services.
4. The University will not reimburse Instructor for any costs incurred by the Instructor in performing Services under this Agreement without the prior written authorization of the University.
5. The Instructor cannot collect any fees in any form without written consent of the University. If the Instructor collects fees he/she will be terminated by the University immediately, the contract will be declared null and void, and no payments will be made to the Instructor by the University.
6. When deemed necessary by the University, the Instructor is responsible for certification in CPR, First Aid, and other life saving devices as well as certification by the appropriate governing body for the class being taught.
7. Performance beyond the limitations within this Agreement (either financial or time period) shall be at the sole risk and responsibility of the Instructor, and the University shall not be obligated to pay for services exceeding the funding or contract period of this Agreement.
8. All materials other than [SPECIFY ANY MATERIALS TO BE PROVIDED BY THE UNIVERSITY, such as compact disc players, hand weights, steps (for aerobic step classes), exercise balls] must be provided by the Instructor.
9. The Instructor understands that the Instructor's status hereunder is that of independent contractor. The Instructor is not considered an employee of the University in the performance of Services described herein and is not entitled to any employee benefits, statutory or otherwise, including, but not limited to, workers' compensation or unemployment compensation.
10. The Instructor agrees that the University will not deduct income, Social Security or other taxes on any payments to the Instructor hereunder. The Instructor further agrees that the Instructor is solely responsible for payment of any such taxes due to the proper taxing authorities. The Instructor shall indemnify and hold the University harmless from any assessments of such taxes and any interest and penalties imposed upon the University by reasons of the Instructor's failure to pay such taxes. If the Instructor is employed by the University in another capacity and is considered, in that capacity, to be a University employee, the University will deduct income, Social Security and other taxes on any payments to the Instructor hereunder.
11. The Instructor shall provide the services hereunder in full compliance with all applicable federal, state and local laws and University rules and regulations.
12. The Instructor shall be responsible for the acts of its employees and agents while on University property and, accordingly, shall take all necessary measures to prevent injury and loss to persons or property located thereon. Prior to Instructor’s performance of duties and/or exercise of any rights hereunder, Instructor shall subject himself or herself and all of Instructor’s directors, officers, partners, principals, employees, contractors, volunteers and other agents who will or may be present at any time in, on or around the University campus and/or other property of the University (collectively “Instructor’s Agents”) to a thorough personal background investigation, which, when conducted, shall include a federal criminal history investigation and a criminal history investigation in all states of applicable residence and work. Without limiting the foregoing, Instructor shall conduct (or, within the one year period immediately preceding the effective date of this agreement, shall have conducted) an FBI Fingerprint Criminal History Clearance, a Pennsylvania State Police Criminal Record Check and a Pennsylvania Department of Public Welfare Child Abuse Clearance on each of Instructor’s Agents. Instructor warrants that Instructor’s Agents are suitable for entry onto University’s premises to perform duties and/or exercise rights hereunder. Unsuitable persons include, but are not limited to, any person whose screening reveals information suggesting that the individual could jeopardize the safety or welfare of a minor. Instructor shall notify University in any case wherein a person has a felony or misdemeanor conviction and Instructor intends to permit such person entry onto the University’s campus or other property. Following discussion with Instructor, University reserves the right to refuse such entry. Instructor also warrants that each of Instructor’s Agents who it deems suitable shall be required to timely report any new arrests or convictions to Instructor. Should Instructor receive such a report or otherwise reasonably suspect that one of Instructor’s Agents is no longer suitable, Instructor shall reevaluate such person’s continued suitability consistent with the above. Instructor warrants that it will abide by applicable laws in making suitability determinations and in reporting suspected child abuse.
13. The Instructor agrees that any personal injury to the Instructor, its employees or third parties or any property damage resulting solely from performances of Services hereunder by Instructor shall be the responsibility of the Instructor. The Instructor agrees to indemnify, defend and hold harmless the University from and against any claims, damages, liabilities, injuries, expenses or losses, including, but not limited to, reasonable attorney’s fees and costs, by reason of any suit, claim, demand, judgment or cause of action initiated by any person, or award of damages arising out of or in connection with this Agreement, except if the same results from the sole negligence or willful misconduct of the University or the University’s employees, it being the intent of this provision to absolve and protect the University from any and all loss except loss due to its sole negligence or willful misconduct. Instructor specifically agrees to assume the risk of the above stated losses, and this provision is specifically desired by the parties and has been bargained for. University shall retain the right to be represented by counsel of its own choosing.
14. The Instructor shall not make use of University trademarks, trade names and service marks nor shall it publicize the Instructor's performance of Services without the University's prior written consent.
15. The Instructor agrees that the obligations of Sections 13 and 14 hereof will survive the termination of this Agreement.
18. In the performance of Services, the Instructor agrees that the Instructor shall not have the authority to enter into any contract or agreement to bind the University and shall not represent to anyone that the Instructor has such authority.
19. The Instructor represents and warrants to the University that in performing Services, the Instructor will not be in breach of any agreement with a third party.
20. The Instructor may not assign the rights or obligations under this Agreement without the University's prior written consent.
21. This Agreement contains the entire understanding with respect to the subject matter hereof and may not be amended except by a written agreement executed by the Instructor and the University of Pittsburgh.
22. The term of this Agreement shall commence on CLASS START DATE noted in item 1D and continue until CLASS END DATE noted in item 1E, or until completion of the Services. It may be extended by written change order beyond such date if the University and the Instructor agree to the extension.
23. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. Any controversy, claim or dispute arising out of or relating to this Agreement or the breach thereof, shall be adjudicated in the Court of Common Pleas of Allegheny County or the United States District Court for the Western District of Pennsylvania.
24. Any notices to be given shall be sent first class mail to the University at:
University of Pittsburgh
[STUDENT ORGANIZATION NAME]
[STUDENT ORGANIZATION RESOURCE CENTER (SORC) / 833 WPU]
** OR **
[UNIVERSITY OFFICE NAME]
[UNIVERSITY OFFICE ADDRESS]
Pittsburgh, PA 15260
and to the Instructor at:
[INSTRUCTOR’S NAME]
[INSTRUCTOR’S STREET ADDRESS]
[INSTRUCTOR’S CITY, STATE, ZIP]
25. The University of Pittsburgh, as an educational institution, as an employer, and as an issuer of contracts, values equality of opportunity, human dignity, and racial/ethnic and cultural diversity. Accordingly, the University prohibits and will not engage in discrimination or harassment on the basis of race, color, religion, national origin, ancestry, sex, age, marital status, familial status, sexual orientation, disability, or status as a disabled veteran or a veteran of the Vietnam era. Further, the University will continue to take affirmative steps to support and advance these values consistent with the University's mission. This policy applies to admissions, employment, access to and treatment in University programs, procurements and activities. This is a commitment made by the University and is in accordance with federal, state, and/or local laws and regulations. These concepts are incorporated herein by this reference and shall be accepted by Instructor in their entirety.
26. The University shall have the right to suspend indefinitely or terminate this agreement for its convenience, in whole or in part, at any time by thirty (30) day written notice. The University may terminate this agreement for just cause without a notice period. In the event of such termination, Instructor shall promptly comply with the directions contained in such notice and shall, subject to direction, take action as may be necessary to terminate the Services and minimize its costs and liability with respect to the terminated Services. An equitable adjustment in the price of this agreement for additional costs incurred by Instructor as a direct result of such termination will be negotiated. Performance of this Agreement by each party shall be pursued with due diligence in all requirements hereof; however, neither party shall be liable for any loss or damage for delay or nonperformance due to causes not reasonably within its control. In the event of any delay resulting from such causes, the time for performance and payment hereunder shall be extended for a period of time reasonably necessary to overcome the effect of such delays. In the event of any delay or nonperformance caused by such uncontrollable forces, the party affected shall promptly notify the other in writing of the nature, cause, date of commencement thereof and the anticipated extent of such delay, and shall indicate whether it is anticipated that the completion dates would be affected thereby.
27. At its sole expense, the Instructor shall procure and keep in force during the Term full and adequate insurance coverage of all of its operations pursuant to this Agreement, as determined by the Office of Risk Management of the University of Pittsburgh in the minimum limits as set forth below:
COMMERCIAL GENERAL LIABILITY
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$1,000,000 Products – Completed Operations
$1,000,000 Personal and Advertising Injury
$ 100,000 Fire Damage (any one fire)
$ 10,000 Medical Expense (any one person)
AUTOMOBILE LIABILITY (Included hired and non-owned)
$1,000,000 Combined Single Limit for Bodily Injury and Property per Accident.
Coverage to include hired car and non-owned automobiles.
WORKERS’ COMPENSATION
Statutory
EMPLOYER’S LIABILITY
$1,000,000 Each Accident
$1,000,000 Disease – Policy Limit
$1,000,000 Disease – Each Employee
The Instructor shall name the “University of Pittsburgh – Of the Commonwealth System of Higher Education” as an additional insured on the General and Automobile Liability policies, as described above. Certificates of Insurance evidencing such insurance coverage shall be sent to the University’s Office of Risk Management, 1817 Cathedral of Learning, Pittsburgh, PA 15260, at least fifteen (15) days before the furnishing of any services required by this Agreement.
Such policies contain a provision that the insurance shall not be canceled without thirty (30) days prior written notice to the University. The Instructor’s insurance carrier must certify knowledge of the hold harmless clause (set forth in section 13 hereof) in the Certificate(s) of Insurance.
Instructor shall be responsible for the acts of its employees and agents while on University property and, accordingly, shall take all necessary measures to prevent injury and loss to persons or property located thereon. All subcontractors used by Instructor must also maintain and provide, at their own expense, evidence of insurance coverage requested above.
PLEASE CHECK ONE OF THE FOLLOWING:
______I have attached the insurance certificate
______The insurance certificate will be faxed/mailed to the University prior to the start of the class
29. The Instructor is fully responsible for, and shall defend, indemnify and hold harmless the University and its trustees, officers, agents, and employees (its “Indemnities”) from and against any and all claims, demands, liabilities, injuries, expenses, losses, or damages, including but not limited to attorney fees and costs by reason of any suit, claim, demand, judgment or cause of action, arising out of any of the following, whether performed by the Instructor, or any of their employees, instructors or agents: (i) any unauthorized use of or infringement, actual or alleged, of any patent, copyright, trademark or other proprietary right; and/or (ii) any actual or alleged libel or slander against, or invasion of right of privacy, publicity or property of, or violation or misappropriation of any other right, of any third party.
This Section shall survive the expiration or earlier termination of this Agreement.
AGREED TO AND ACCEPTED: