Name of Funding Agency/Sponsor

Contract# C-xxxx

Contract

Between

NAME OF FUNDING AGENCY/SPONSOR

and

CSU Fullerton Auxiliary Services Corporation

This cost-reimbursable contract is entered into this ______day of ______, 200_ by and between Name of Sponsor(hereinafter “SPONSOR”) a type of organization located in address, city, state, zip and CSUFullerton Auxiliary Services Corporation (hereinafter “ASC”), a non-profit auxiliary corporation and fiscal agent of California State University Fullerton (hereinafter “CSUF”), to provide insert title of projector description of research activity.

RECITALS

WHEREAS, SPONSOR desires to retain a contractor to perform services specified in Exhibit A (Statement of Work), and Exhibit B (Budget) as incorporated by reference herewith; and,

WHEREAS, ASC represents that it is able and willing to provide such services to SPONSOR; and

WHEREAS in undertaking the performance of this Contract, ASC represents that it is knowledgeable in its field and that any services performed by ASC under this Agreement will be performed in compliance with such standards as may reasonably be expected from such knowledge and skill.

NOW, THEREFORE, in consideration of the mutual and representative promises and subject to the terms and conditions hereinafter set forth, the parties agree as follows:

Principal Contacts.

Name of PI, title, California State University Fullerton (CSUF) will serve as the Principal Investigator and may be reached at (714) phone number and email address.The Principal Investigator for ASC is considered the primary technical contact responsible for directing the project and budget expenditures under this agreement. The staff, equipment, and facilities of the CSUF and ASC shall be utilized under PI’s direction.

Ms. Tanya Thompson of the Office of Sponsored Programs, ASC, shall serve as administrative contact and may be reached at (714) 278-4113 or .

Name, Title shall serve as the SPONSOR’S technical contact and may be reached at areacode and phone;email address.

Name, Title shall serve as the SPONSOR’S administrative contact and may be reached at area code and phone;email address.

Changes in Principal Contacts must be approved in writing by William M. Dickerson, Executive Director of the CSU Fullerton Auxiliary Services Corporation and by NAME, TITLE, ORGANIZATION,or their respective designee(s).

Statement of Work. ASC shall be responsible for the tasks described in the Statement of Work(“WORK”) which is attached as Exhibit A, and is incorporated by reference hereto.

Term of Contract. The period of performance of this contract shall be from inclusive dates of Contract, subject to extension by mutual agreement.

Compensation. In consideration of the work to be conducted by ASC, SPONSOR shall pay ASCamount not to exceedAmount of Contract, in accordance with Exhibit B, attached hereto.

Allowable Costs and Fees. Allowable costs and fees eligible for reimbursement to the ASC for performance of this Contract shall be determined in accordance with the terms of this Contract.

Invoicing. ASC shall invoice sponsor monthly (or quarterly)for all costs incurredin theprecedingmonth (or quarter). SPONSOR agrees to pay each invoice in total, within thirty (30) days of receipt.

Billing. Invoices shall be submitted as follows:

Invoice shall be sent to:

Name

Title

Agency

Agency address

City, State, zip

Payment. Payment shall be by check, payable to “CSUFullertonAuxiliary Services Corporation”and mailed to:

Ms. Tanya Thompson, Acting Director

Office of Sponsored Programs

2600 Nutwood Ave., Suite 275

FullertonCA92831-3137

Additional Contact Information:

Phone: (714) 278-4113

FAX:(714) 278-4136

Email:

Termination of Contract. Either party may terminate this Contract upon thirty (30) days advance written notice to the other party. Upon termination of this Contract, SPONSOR agrees to compensate ASC for all non-avoidable expenses reasonably incurred by ASC in the performance of its work under this Contract by the date of termination, and ASC agrees to provide the deliverables through the date of termination as provided in Section (5).

11.Modification or Waiver. No part of this Contract shall be modified without the express written consent of both parties. The waiver by one party of any breach of any term or condition of this Contract shall not be construed as a waiver of any similar or other breach of any term or condition of this Contract. Nor shall said waiver be construed as a continuing waiver of the original breach.

Independent Contractor. ASC shall, during the entire term of this Contract, be construed to be an independent contractor and not an employee of SPONSOR. This Contract is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow SPONSOR to exercise discretion or control over the professional manner in which ASC performs the services that are the subject mater of this Contract. The services, however, to be provided by ASC shall be provided in a manner consistent with all applicable standards and regulations governing such services. ASC shall pay all salaries and wages employees’ social security, taxes unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

Assignment. No part of this Contract may be assigned by either party without the prior written consent of the parties.

Indemnification. SPONSOR agrees to defend, indemnify and hold harmless ASC, CSUF, the Trustees of the California State University, their officers, employees, students, and agents from and against all liability, loss, expense (including reasonable attorney’s fees), or claims for injury of damages arising out of the performance of this agreement but only in proportion to and to the extent such liability, loss, expense, attorney’s fees, or claims for injury or damages are caused by or result from negligent or intentional acts or omissions of the SPONSOR, its officers, employees, students or agents.

ASC agrees to defend, indemnify and hold harmless SPONSOR, their officers, employees, students, and agents from and against all liability, loss, expense (including reasonable attorney’s fees), or claims for injury of damages arising out of the performance of this agreement but only in proportion to and to the extent such liability, loss, expense, attorney’s fees, or claims for injury or damages are caused by or result from negligent or intentional acts or omissions of the ASC, its officers, employees, students or agents.

Insurance. Without limiting the parties indemnification, ASC and SPONSOR warrant that each party has and will maintain Workers’ compensation insurance coverage of not less than one million dollars ($1,000,000) per accident; General Liability insurance of not less than one million dollars ($1,000,000), and automobile Liability insurance of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned, and hired vehicles.

Force Majeure. If by reason of force majeure (as defined in Section 17) ASC’s performance hereunder is delayed, hampered or prevented, then the performance by the ASCshall be extended for the amount of time of such delay or prevention. The term “Force Majeure” shall mean any fire, flood, earthquake, or public disaster, strike, labor dispute or unrest; embargo, riot, war, insurrection or civil unrest; any act of God, any act of legally constituted authority; or any other cause beyond ASC’s control which would excuse the party’s performance as a matter of law.

Notice of Force Majeure. Each party agrees to give the other party written notice of an event of force majeure under this Paragraph within ten (10) days of the commencement of such event and within ten (10) days after the termination of such event. However, inadvertent failure to give notice shall not bar a party from giving such notice within a reasonable time thereafter.

Nondiscrimination. ASC and SPONSOR shall comply with all applicable federal and state laws and statutes related to nondiscrimination, including those Acts and amendments prohibiting discrimination on the basis of race, color, natural origin, gender, handicap or disability, sexual preference, drug addiction and alcoholism.

Retention of Records. ASC and SPONSOR agree to maintain and preserve all records relative to this Contract, for three (3) years after termination. ASC and SPONSOR agree to permit each other or any of its duly authorized representatives to have access to and to examine and audit, any pertinent books, documents, papers, and records related to this contract. Furthermore, all records related to this Contract shall be reasonably available for inspection by the State of California pursuant to Government Code § 854607 which states in pertinent part: “…every contract involving the expenditure of public funds in excess of ten thousand dollars ($10,000) entered into by any state agency, … or by any other public entity, including a …SPONSOR, shall be subject to the examination and audit of the State Auditor, at the request of the public entity or as part of any audit of the public entity, for a period of three years after final payment under the contract.”

Severability. Should any part, term, or provision of this Contract, be declared or determined by any court or other tribunal or appropriate jurisdiction to be invalid or unenforceable, any such invalid or unenforceable part, term, or provision shall be deemed stricken and severed from this Contract any and all of the other terms of this Contract shall remain in full force and effect.

Applicable Law. This Contract and any disputes concerning it shall be interpreted under the laws of the State of California.

Interpretation. For purposes of construction and interpretation, this Contract shall be deemed to have been mutually drafted by the parties hereto. Thus, the parties to this Contract shall determine and resolve any issues of ambiguity related to the interpretation of the provisions herewith.

Federal Identification Number. ASC’s Federal Taxpayer Identification Number is 95-2081258.

Entire Agreement. This Contract, including any referenced attachments, appendices and references, constitutes the entire Contract and supersedes any other written or oral representations, statements negotiations, or agreements.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above:

______

Name Date William M. Dickerson Date

Title: Title: Executive Director

Sponsor name CSU Fullerton Auxiliary Services Corporation