This Agreement is entered into as of the ____ day of __________________, 200__, by and
between ___________________ ("Consultant"), and Lipscomb University (the “University").
W I T N E S S E T H:
WHEREAS, the University is in need of and desires to engage Consultant’s
professional services pertaining to _______________________________ (the “Project”); and
WHEREAS, Consultant is willing and desires to render such professional services to
the University according to the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual promises
and covenants herein contained, the parties hereto agree as follows:
1. Description of Services. Consultant shall provide consulting and advisory
services to the University with respect to all matters designated or required by the
University’s President, or his designee, as such services are generally performed by
Consultant. Specifically, Consultant shall provide expertise in conjunction with the Project
as follows: _____________________________ The University shall provide adequate office space,
telephone, any required computer equipment and limited secretarial support. Consultant
shall keep records of hours worked and cost of materials used, as well as out-of-pocket
travel expenses, which such records the University’s duly authorized representative may
examine upon reasonable notice to the Consultant.
2. Confidentiality. Any and all confidential information acquired by Consultant
from the University, or any information or data developed pursuant to the performance of
the consulting services hereunder shall not be disclosed by Consultant to others or used for
Consultant’s own benefit without the express written consent of the University.
Consultant’s obligations under this paragraph shall survive the expiration or termination of
3. Compensation. In consideration of Consultant’s acceptance of this Agreement
and of his performance of the professional services set forth above, the University
covenants and agrees to pay Consultant a fee of ________ Dollars ($______) per hour with a
_______ hour daily minimum for all on campus activity. Consultant shall bill in increments of
one/tenth (1/10) of an hour. The University understands and agrees that all billable
telephone conversations and other off campus services shall be billed in on a fifteen (15)
minute minimum basis. Consultant shall be reimbursed for all direct, out-of-pocket
expenses incurred in performance of his services related to the Project, including travel at
the then prevailing mileage rate paid by the University to its employees. Notwithstanding
the above, prior to each payment, Consultant shall provide to the University invoices
setting forth the total effort expended and actual reimbursable expenses incurred and paid
for by Consultant. Consultant’s invoices shall be supported by appropriate receipts and
4. Property Rights and Reports. Consultant agrees that any computer programs,
software, documentation, copyrightable work, discoveries, inventions, patentable works or
improvements developed by Consultant solely, or with others, resulting from the
performance of Consulting Services pursuant to this Agreement are the property of the
University, and Consultant agrees to assign all rights therein to the University. Consultant
further agrees to provide the University with any assistance which the University may
require to obtain patents or copyright registrations, including the execution of any
documents submitted by the University.
5. Duration and Termination. This Agreement shall become effective on the date
first written above and continue until such time as Consultant’s services required herein
shall be completed. In addition to terminating at the end of such initial period or any
extension thereof, this Agreement may be terminated pursuant to the following:
(a) By either party with cause at any time; or
(b) By either party, without cause, upon thirty (30) days prior written notice; or
(c) By the University, at any time, on five (5) days’ prior written notice, if
Consultant assigns this Agreement, or any right or obligation under this
Agreement, without the University’s prior written consent or if Consultant
ceases to conduct his operations in the normal course of business.
On termination of this Agreement, Consultant shall return to the University all written
information, drawings, manuals or other materials or files supplied to Consultant or
created by Consultant at the expense of the University.
6. Relationship of Parties. The parties hereto understand and expressly agree that
Consultant is an independent contractor and is not an employee of the University. No
deductions from Consultant’s pay will be made and no fringe benefits of any kind will be
provided to Consultant by the University, including by way of example, but not limitation,
health insurance benefits, paid vacation or any other employee benefit. Consultant shall
not have the authority to enter into any contract or agreement to bind the University and
shall not represent to anyone that Consultant has such authority.
7. Time Devoted to Work. In the performance of the services performed by
Consultant hereunder the services and the hours Consultant is to work on any given day
shall be entirely within the control and discretion of Consultant, and the University will rely
upon Consultant to work such hours as are reasonably necessary to fulfill the spirit and
purpose of this Agreement.
8. Notice. All notices required or permitted under this Agreement shall be in
writing and shall be deemed sufficiently given when hand delivered or sent postage
prepaid by certified or registered mail, return receipt requested, to the following:
UNIVERSITY: Lipscomb University
One University Park Drive
Nashville, TN 37204-3951
9. Entire Agreement. This Agreement contains the entire agreement of the parties
hereto and there are no other premises or conditions in any other agreement whether oral
or written. This Agreement supersedes any prior written or oral agreements between the
10. Amendment. Any modification of this Agreement or additional obligation
assumed by either party in connection with this Agreement shall be binding only if
evidenced in writing signed by each party thereto or their authorized representative.
11. Severability. If any provision of this Agreement shall be held to be invalid or
unenforceable for any reason, the remaining provisions shall continue to be valid and
enforceable. If a court finds that any provision of this Agreement is invalid or
unenforceable, but that by limiting such provision it would become valid and enforceable,
then such provision shall be deemed to be written, construed and enforced as so limited.
12. Not a Waiver. The failure of either party to enforce any provision of this
Agreement shall not be construed as a waiver or limitation of that party’s right to
subsequently enforce and compel strict compliance with every provision of this Agreement.
13. Applicable Law. This Agreement shall be governed by, construed and enforced
in accordance with the laws of the State of Tennessee.
14. Headings. The section headings contained herein are for reference purposes
only and shall not in any way affect the meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year last set forth below.
CONSULTANT LIPSCOMB UNIVERSITY
__________________________________________ By: __________________________________________
Date: _ Date: