GIP Investigator Standard Contract by elfphabet5


									                                                     Global Inventory Project
                                               Investigator Consultant Agreement

Blacksmith Initiative UK, (“Blacksmith”), represented for the signature of this contract
by Richard Fuller, President, or his duly authorized representative,
and [Consultant Partner], established in [Address], represented by [Representative],
(the “consultant”),

HAVE AGREED to the following terms and conditions established in this contract and
its annexes (the “contract”).

Article 1 - Scope of Work

Blacksmith agrees to retain consultant for the implementation of a project called Global
Identification and Evaluation of Polluted Sites.

The consultant assumes the rights and obligations established by the contract with
effect from the date on which it enters into force.

The consultant shall carry out the work set out in the “Investigator Consultancy -Terms
of Reference” – appended as Annex A to this contract (or as found on the Blacksmith
website) in accordance with the conditions set out in this contract, within the country or
countries as listed below:

                 [country or countries]__________________________.

Artcle 2 - Entry into force of the contract and duration of project

This contract shall enter into force on the day of its signature. The duration of the
project shall be no more than18 months from the date of the contract.

This contract shall be completed once the rights and obligations of the parties to the
contract have been met. The implementation and payment phases relating to the
project must be completed by the final implementation date of the contract.
Article 3 - Payments to Consultant

Blacksmith shall pay consultant at the following rates:

       Daily consultant rate                    US$_________
       Partial days shall be accumulated until a full day is worked

       Per diem for travel days only            US$_________
       To cover consultant’s costs for hotels and food while traveling on GIP project work

Re-imbursement will also be made for travel expenses (airfare and train at coach class,
etc) at cost, only on receipt of original ticket stubs and receipts, including original stubs
of boarding passes. Incomplete information will result in non-reimbursement.

Other expenses may be reimbursed upon prior approval with Blacksmith. Original
receipts and approval notification must be attached. Incomplete information will result in

Requisitions for payment of fees and expenses shall be made on Blacksmith standard

All payments shall be made in US$ to the consultant by wire, to accounts as instructed
below. Payments shall be made within 15 days of approval.

Article 4 - Reporting periods and reports

The consultant shall submit summary reports to Blacksmith each month within 10 days
after the end of the each month. Reports shall be submitted to consultant’s regional
coordinator, and to Blacksmith head office.

Summary reports shall indicate sites visited, ISA’s loaded into the on-line database, and
sites planned for upcoming visits.

Article 5 - Amendments

Blacksmith shall undertake to approve or reject any request for an amendment to the
Terms of Reference or this contract within 45 days of its receipt. The absence of a
response from Blacksmith within 45 days of receipt of such a request, or any other
period provided for in this contract, does not constitute approval of the request.

All amendments to the contract shall be in writing.

Article 6 - Communication

Requests for amendments and any communication foreseen by the contract shall
identify the nature and details of the request or communication and be submitted in
writing by means of registered mail with acknowledgment of receipt to the following

       For Blacksmith:       Blacksmith Institute
                             2014 Fifth Avenue
                             New York, NY 10035

       For the consultant: ___________________

Where the contract foresees that information or documents are to be transferred by
electronic means, the following mailboxes shall be used:

       For Blacksmith: []

       For the consultant: _________________________

The bank account of the consultant to which all payments shall be made is:

   Name of Account Holder: _______________________
   Name of the bank:     ___________________________
   Address of the bank: ___________________________
   Bank routing number (SWIFT/ABA): _______________
   Account reference / Account number: ______________

Each party to the contract shall inform the other parties without delay of any changes in
the names or addresses identified in paragraphs 1 and 2 above.

Article 7 - Applicable law

This Contract shall be governed by, construed and enforced in accordance with the
laws of the State of New York, without regard to principles of conflicts of laws. In the
event any dispute should arise regarding this Contract or breach thereof or relating in
any way to Consultant’s consulting relationship with Blacksmith, the parties hereby
consent to the exclusive jurisdiction and venue of the courts of the State of New York
and hereby waive any claim each may have at any time as to forum non conveniens
with respect to such venue.

Article 8 - Independent Consultant

Consultant is an independent consultant in the performance of this Contract.
Blacksmith acknowledges that it does not use Consultant exclusively, and Consultant is
free to contract to perform similar services while Consultant is under contract with
Consultant shall have no right or authority to, nor shall Consultant attempt to enter into
any contract, commitment or agreement, or to incur any debt or liability of any nature, in
the name, or on behalf, of Blacksmith. As an independent contractor, Consultant shall
not be entitled to any of the customary employee fringe benefits provided by Blacksmith
to its employees by virtue of Consultant’s service to Blacksmith under this Contract.
The parties hereby acknowledge and agree that all consulting fees paid during the
consulting period shall represent fees for Consultant’s consulting services as an
independent contractor, and shall therefore be paid without any deductions or
withholdings taken therefrom for taxes or any other purpose. Consultant further
acknowledges that Blacksmith makes no warranties as to any tax consequences
regarding payment of such consulting fees, and specifically agrees that the
determination of any tax liability or other consequences of the payment set forth above
is Consultant's sole and complete responsibility and that Consultant will pay all federal,
state and local taxes, if any, assessed on such payments.

Article 9 - Standard of Performance.

Consultant shall perform all tasks in a first-class manner, to the satisfaction of
Blacksmith and in accordance with Annex A. Consultant shall use only competent,
trained, and properly supervised employees and sub- consultants. Consultant shall
take all precautions necessary and shall be responsible for the safety of the work
hereunder and shall maintain supplies and materials necessary for the purpose. All
work shall be done at Consultant’s own risk.

Article 10 - Indemnification.

Consultant hereby agrees to indemnify and hold harmless Blacksmith and its affiliates,
the respective partners, members, managers, shareholders, officers, directors,
employees, trustees and agents of Blacksmith and its affiliates (the “Blacksmith
Indemnified Parties”), from and against, and the Consultant agrees that the Blacksmith
Indemnified Parties shall not have any liability for, any and all claims, damages,
liabilities, losses, costs, expenses (including attorneys’ fees), fines, and penalties
deriving from a claim made by a third party which result from or are caused by (i) the
negligence, illegal acts or willful misconduct of the Consultant or any of his agents; (ii) a
breach of the Consultant’s obligations under this Contract; or (iii) any incorrect
representation or warranty made by the Consultant under this Contract.

Article 11 - Termination.

Blacksmith may terminate this agreement with or without cause by giving consultant
notice, specifying a termination date. Blacksmith shall be responsible for payments for
work done only up to the termination date. Upon termination of this agreement
consultant shall transfer all information stored in databases created as part of the
Project to the Blacksmith, as both an electronic file and hardcopy printout.

Article 12 – Other

This contract and the obligations, covenants and agreements contained herein shall
inure to the benefit of and be binding upon the parties hereto and their respective
successors and assigns.

Consultant shall not assign, by operation of law or otherwise, this agreement or any
money due or to become due hereunder without obtaining the prior written consent of

     IN WITNESS WHEREOF, Blacksmith and Consultant have executed this
Agreement as of the day and year first above written.

WITNESS:                                   Consultant:

                                           By: _________________________
____________________________               Name:_______________________

WITNESS:                                   Blacksmith Initiative (UK)
                               By: _________________________
____________________________   Name:_______________________
                               Date: _______________________

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