Standard Terms and Conditions Contract (DOC) by huangyuarong

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									                                 GEORGETOWN UNIVERSITY
                               STANDARD TERMS & CONDITIONS
                               PURCHASE ORDERS/AGREEMENTS
                                      REVISED 3.16.11


         Georgetown University (“Georgetown”) hereby contracts with (VENDOR NAME) (“Vendor”)
for the performance of the following services:

        (SERVICES TO BE PERFORMED):

        (AMOUNT TO BE PAID):

Services shall begin on ______DATE______ and end on ______DATE______.

       The Vendor is _____/is not _____ a Certified Business Enterprise. The Vendor’s CBE number is
______________________.

        If the Vendor has a contract, the Vendor’s contract and relevant documents are incorporated into
the University’s contract. Should a conflict between the Vendor’s contract or documents occur, the
University’s terms and conditions shall prevail.

1. Purchase order
          a) Vendor represents, by acceptance of a Georgetown University Purchase Order/Agreement,
that it is qualified and authorized to do business in the District of Columbia, agrees to supply, and
Georgetown agrees to pay for the good and/or services set forth in the Purchase Order/Agreement.

        b) Georgetown will not be responsible for payment for any goods or services furnished without a
written or electronic Purchase Order/Agreement.

        c) Georgetown reserves the right to cancel any Purchase Order/Agreement if delivery schedule or
service commitments are not met.

2. Tax Exemption
        Tax Exemption: Georgetown is exempt from Sales and Use Tax under District of Columbia
Certificate 8200-19620-01, State of Maryland Certificate 31056592, the Commonwealth of Virginia Form
ST-13 (as required), and Federal Excise Tax 52-74-0032-F.

3. Billing requirements
        a) Billing is “Net 30” unless otherwise specified.

       b) Original Invoices for this Purchase Order/Agreement must show the Purchase
Order/Agreement Number, Invoice Number, Department/Person receiving goods and services thereunder.
Improper invoices will be returned to Vendor.

4. Mutual indemnification
        a) Georgetown agrees to indemnify, defend, and hold harmless Vendor and its officers, directors
and employees from and against all claims, demands, liabilities, suits, damages, costs and expenses of
every kind and description, including penalties and reasonable attorneys fees, proximately resulting from
any negligent act or omission of Georgetown or its officers, directors, or employees, or from any breach
by Georgetown of any obligation, representations, or warranties under this Purchase Order/Agreement.
Georgetown University Standard Terms & Conditions
Revised 3-18-08
Page 2 of 4


        b) Vendor agrees to indemnify, defend, and hold harmless Georgetown and its officers, directors
and employees from and against all claims, demands, liabilities, suits, damages, costs and expenses of
every kind and description, including penalties and reasonable attorneys fees, proximately resulting from
any negligent act or omission of Vendor or its officers, directors, or employees, or from any breach by
Vendor of any obligation, representations, or warranties under this Purchase Order/Agreement.

5. Loss of profits
         In no event shall Georgetown or Vendor or their respective officers, agents or employees be liable
for loss of profits or for indirect, special, incidental or consequential damages, to either Georgetown or
Vendor, arising out of or related to the performance of this Purchase Order/Agreement.

6. Insurance
         Vendor shall maintain, unless otherwise specified, comprehensive general liability insurance in
the amount of at least $1,000,000 combined single limit per occurrence/$2,000,000 aggregate, worker’s
compensation coverage including employer’s liability, in accordance with appropriate federal and state
laws; automobile liability insurance with a combined single limit for bodily injury and property damage
of not less than $1,000,000 per accident throughout the performance of this Agreement.

         The comprehensive general liability and/or auto insurance policies shall include Georgetown
University as an Additional Insured but solely with respect to liability arising from the performance of
this agreement. A certificate evidencing such coverage shall be forwarded to Georgetown University,
Office of Risk Management, Box 571167, Washington, DC 20057.

         Professional Liability Insurance (if applicable)
         Additionally, Vendor shall maintain professional liability insurance for claims arising from real
or alleged errors, omissions, or negligent acts committed in the performance of design services associated
with this agreement with limits of not less than $1,000,000 per claim.

7. Relationship
         Vendor is an independent contractor of Georgetown, not a partner, agent or joint venturer of
Georgetown and as such shall provide and maintain Worker’s Compensation Insurance to statutory limits
on all of its employees working or located on Georgetown property. No further business relationship is
inferred beyond the terms of the Purchase Order/Agreement and neither party shall hold itself out
contrary to these terms by advertising or otherwise, nor shall either party be bound by any representation,
act or omission whatsoever of the other.

8. Non-discrimination laws
         Vendor agrees to comply with all applicable non-discrimination laws, including but not limited
to, the Americans with Disabilities Act, in the provision of Product, Equipment and Services under this
Purchase Order/Agreement.

9. Confidentiality
        All information contained in this Purchase Order/Agreement will remain proprietary and
confidential.

10. University’s names or marks
        Vendor agrees not to use Georgetown’s names or marks without Georgetown’s specific prior
written permission including but not limited to use in Client Lists and promotional materials.
Georgetown University Standard Terms & Conditions
Revised 3-18-08
Page 3 of 4

11. Law governing
This Purchase Order/Agreement and the rights and obligations hereunder shall be governed by and
construed in accordance with the laws of New York without regard to conflicts of law principles.

12. Failure to exercise or enforce
         The failure of either Georgetown or Vendor to enforce or exercise any right under this Agreement
shall in no way be construed to be a waiver of such right to insist upon strict compliance with the
obligations or the terms herein.

13. Force Majeure
         Neither Georgetown nor Vendor shall be responsible for any failure or delay in the performance
of any obligations under this Purchase Order/Agreement to the extent that failure is caused by Force
Majeure including acts of God, flood, fire, labor disputes, riots or civil commotions, litigation, war,
terrorism, or other act of any foreign nation, power of government, or governmental agency or authority;
or acts or omissions of the other party; or non-delivery or delays in delivery by any other supplier of
goods or services deliverable under this Agreement.

14. Assignment of contract
        Neither Georgetown nor Vendor may assign this Purchase Order/Agreement or any right or
obligation thereunder without the prior written consent of the other party.

15. Severability of clauses
        The terms of this Purchase Order/Agreement are severable such that if any term or provision is
declared by a court of competent jurisdiction to be illegal, the remainder of the provisions shall continue
to be valid and enforceable.

16. Anti-terrorism
          Vendor agrees to comply with all Federal anti-terrorism rules and regulations. Vendor's
signature below shall serve as certification that, to the best of Vendor's knowledge, Vendor (a) is not, (b)
has not been designated as, (c) is not owned, affiliated, or controlled by, and (d) does not support, assist or
aid a suspected terrorist organization or individual as defined by Federal law including, but not limited to,
Executive Order 13224.

17. Debarment, Suspension, and Other Responsibility Matters
           Vendor certifies by signing this Agreement/accepting this Purchase Order that neither it nor its
principals are presently debarred, suspended, pro-posed for debarment, declared ineligible or voluntarily
excluded from participation in this transaction by any federal department or agency.
Georgetown University Standard Terms & Conditions
Revised 3-18-08
Page 4 of 4


18. Intellectual property
           Any and all work and/or intellectual property (including, but without limit, the work itself in
whatever medium displayed, and any derivative works in whatever medium displayed) that may be
developed for the University pursuant to terms of this contract is a “work for hire” and as such becomes
the sole and exclusive property of the University. In the event, however, that any such work is not
deemed a “work for hire,” the Vendor hereby assigns any and all of its rights in such work and/or
intellectual property to the University.


FOR GEORGETOWN:                                       FOR (VENDOR NAME):

_______________________________                       _____________________________
Name & Title (Print)                                  Name & Title (Print)

_______________________________                       _____________________________
Signature                                             Signature

_______________________________                           _____________________________
Date                                                   Date

								
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