Visiting Student Agreement

NOT VALID UNLESS NEGOTIATED WITH THE NC STATE UNIVERISTY

SPONSORED PROGRAMS OFFICE

GRADUATE INDUSTRIAL TRANEESHIP

VISITING STUDENT AGREEMENT

NCSU Version 9/17/2012

This Agreement is made by and between ______, (hereinafter called “Sponsor”) and North Carolina State University (hereinafter called “University” and/or “NCSU”), a research extensive Land Grant University located in Raleigh North Carolina.

WHEREAS, NCSU has an established Graduate Industrial Traineeship (GIT) program providing NCSU students opportunity to engage in consulting, collaboration, research, and practical educational experience;

WHEREAS, Sponsor is willing for ______an NCSU student in good standing (hereinafter called “Student”), to participate in certain project(s) at Sponsor’s facility and will compensate NCSU as set forth herein.

NOW, THEREFORE, for valuable consideration the receipt of which is hereby acknowledged, and the mutual covenants set forth herein, the parties agree as follows:

1.Sponsor hereby consents to the Student participating in one or more projects at Sponsor’s facilities, as detailed in the proposed Statement of Work including a schedule and a budget showing the estimated expenses by category that is attached hereto as Appendix A (hereinafter called “Project”). Sponsor agrees to provide the Student access to Sponsor’s facilities for that purpose subject to the terms and conditions of this Agreement. Sponsor shall only be responsible for the direct supervision of the Student while the Student is engaged in projects on their premises.

2.The Student will at all times remain an employee of NCSU. NCSU and Student hereby consent to the Student being subject to all Sponsor’s policies and procedures, obeying all rules, orders, and regulations applicable to his or her presence and work on Sponsors premises.

3.Project Coordination

First Name + Last Namewill be the University’s Project Coordinator/Faculty Advisor and First Name + Last Name will be the Sponsor’s on-site supervisor during the term of this Agreement. These individuals will monitor the performance of the Student through periodic informal contact.

4Payment of Costs

(a)Sponsor agrees to provide financial support for the Student in this Graduate Industrial Traineeship Program. Student will coordinate a work schedule with the Sponsor’s on-site supervisor. The Student will be able work up to 20 hours per week during an academic semester and up to 40 hours per week during summer break.

(b)Sponsor agrees to pay the University $XX for this traineeship. University agrees not to exceed this amount without the prior written authorization of Sponsor. Sponsor agrees to automatically make payments to University upon receipt of University invoices in accordance with the following schedule:

$XX on XX/XX/XXXX

$XX on XX/XX/XXXX

$XX on XX/XX/XXXX

$XX on XX/XX/XXXX

University invoices shall be mailed Sponsor using the following address:

Sponsor

ATTN: XX

Street Address

City, State Zip Code

Sponsor shall submit payments to the University using the following address:

North Carolina State University

Office of Contracts and Grants

2701 Sullivan Drive, Suite 240, Campus Box 7214

Raleigh, NC 27695-7214

Payment received after thirty (30) days of invoice will be considered late and may be subject to collections and attorney’s fees. University reserves the right to terminate this Agreement, pursuant to the provisions of Article 5, described herein, should payment be delayed without cause and/or mutual agreement by more than sixty (60) days from the due dates described above.

University is under no obligation to provide the Sponsor with any kind of financial reporting, supporting documentation, or justification of expenditures made in the performance of the Project beyond the invoice as a condition of payment. Sponsor agrees that all cost elements except salary and fringe benefits for any given period per Appendix A, such as tuition, fees and General Program Support, represent sunk costs that are non-refundable. (The General Program Support for the graduate programs includes, for example, travel expenses of graduate students in the department and recruiting expenses for a faculty advisor.)

(c)Sponsor will not pay any compensation directly to the Student. This includes but is not limited to salary, fringe benefits, income taxes, social security taxes, unemployment, workers’ compensation or any other insurance, taxes, or fees. The Student shall not be eligible for medical or other insurance coverage, or any other employee benefits offered by Sponsor to its employees. Sponsor’s only financial obligation shall be to pay the compensation to NCSU as set forth herein.

5.Period of Performance and Termination.

(a)The traineeship will begin on XX/XX/XXXX. It will be completed by XX/XX/XXXX. This period of performance will be subject to renewal or extension only by written approval of the Sponsor.

(b)Either party may terminate this Agreement at any time upon 30 days written notice to the other Party. Upon notification by either Party of their intent to terminate, the Parties will coordinate an orderly close down of the project. To the extent practical the Student’s work product such as laboratory notebooks, records, data and etc. will be turned over to Sponsor's on-site supervisor.

(c)Sponsor may terminate the Student’s appointment if he or she commits any material breach of Sponsor’s policies or regulations. If the Student ceases to be enrolled in good standing at NCSU the Faculty Advisor shall provide Sponsor notification of the change in Student's status as soon as reasonably practical and shall coordinate the close down of the Project. The terms and conditions of Articles 6, 7, 9 and 10 shall survive any termination or expiration of this Agreement.

6.Inventions and OtherIntellectual Property. Neither Party transfers by operation of this Agreement any intellectual property rights that either Party owned prior to the performance of the Work. In consideration of Sponsor's support and for permitting the Student to conduct research Projects in their facilities, the Student shall abide by Sponsor's Intellectual Property Policy, which may involve assigning all right, title, and interest in and to any and all intellectual property that the Student first conceives, develops, or reduces to practice while performing the Project and using Sponsor’s facilities (“Project Intellectual Property”). Project Intellectual Property shall not include any notes or other written materials; research (including interviews); any sketches, drawings or pictorial representations; any miscellaneous information stored in any media; and any computer code and documentation regardless of form that the Student and/or his or her University Project Coordinator/Faculty Advisor made utilizing any space, equipment, facilities or other resources of NCSU.

7.ConfidentialInformation. Student shall treat any unpublished information received from Sponsor’s personnel, or to which the Student may become privy during to the performance of the Project as Confidential Information. The Student agrees to protect the confidentiality of all such Information, holding all of it in trust and confidence for Sponsor and not disclosing it to any third party. These obligations shall continue for not longer than three (3) years from the date the student’s traineeship ends.

8.Independent Contractor. The relationships among the parties to this Agreement will be that of independent contractors and not agents, joint ventures or partners.

9.Liability and Insurance. Each party shall be responsible for the negligent acts and omissions by its employees and agents performing under this Agreement. Notwithstanding any other provision of this Agreement, the liability of the University, as an agency of the State of North Carolina, for any injury or damage arising out of this Agreement or the University’s performance of the Project is subject to the immunities, procedures and limitations of the North Carolina Tort Claims Act, GS § 143-291 et seq.

10.Use of Name. Neither party will, without the prior written consent of the other party, use in advertising, publicity, or otherwise, the name, trademark, logo, symbol, or other image of the other party or that party’s employees, students or agents.

11.Governing Law. The construction and performance of this Agreement will be governed by the laws of the State of North Carolina.

12.Assignment. This Agreement is binding upon and inures to the benefit of the parties and may be assigned only to the successors to substantially the entire business and assets of the respective parties. Any other assignment by either party without the prior written consent of the other party is void.

13.Notices and Points of Contact:

Any notices required to be given or which may be given under this Agreement must be in writing delivered by first-class mail, email or facsimile addressed to the parties as follows:

For Sponsor:For NCSU:

Name of SponsorNorth Carolina State University

Attn: XXSponsored Programs & Regulatory

Street AddressCompliance Services

Street AddressAttn: Authorized Representative

Box XX2701 Sullivan Drive, Suite 240

City, State Zip CodeCampus Box 7514

Raleigh, North Carolina 27695-7514

Phone: XXPhone: 919-515-2444

Fax: XXFax: 919-515-7721

Email: XXEmail:

14.Order of Precedence. If any provisions stated in this Agreement, resulting Sponsor purchase orders, and/or appendices are in conflict, the order of precedence, beginning with the first to last, shall be (1) this Agreement, (2) Appendix A, and (3) the Sponsor’s purchase order. The Parties understand and agree that any purchase order or similar document issued by the Sponsor will be for the sole purpose of establishing a mechanism for payment of any sums due and owing hereunder. Notwithstanding any of the terms and conditions contained in said purchase order, the purchase order will in no way modify or add to the terms and conditions of this Agreement.

15.Entire Agreement. Unless otherwise specified herein, this Agreement embodies the entire understanding of the parties for this project and any prior or contemporaneous representations, either oral or written, are hereby superseded. No amendments or changes to this Agreement including, without limitation, changes in the statement of work, total estimated cost, and period of performance, are effective unless made in writing and signed by authorized representative of the parties. This agreement shall take precedence over any conflicting agreement that the Student may have with third parties.

IN WITNESS WHEREOF, the parties hereunto set their hands and seals the dates set forth below.

SPONSORNORTH CAROLINA STATE UNIVERSITY

______

Name: ______Name:

Title: ______Title:

Date:______Date:______

STUDENT’S SIGNATURE

______

Name:______

Date:______

Graduate Industrial Traneeship - Visiting Student Agreement 9/17/2012.doc1