INDEPENDENT CONTRACTOR AGREEMENT WHEREAS, Drexel University (“UNIVERSITY”) intends to contract with contractor “IC”) for the performance of certain tasks: WHEREAS, IC is identified as follows: Name: Type of Entity: Sole Proprietorship Partnership Principal place of business: Business Telephone: Social Security #: or Employer ID #: WHEREAS, IC declares that IC is engaged in an independent business and has complied with all federal, state, and local laws regarding business permits and licenses of any kind that may be required to carry out the said business and the tasks to be performed under this Agreement; WHEREAS, IC declares that IC is engaged in the same or similar activities for other clients and that the University is not IC’s sole and only client or customer. THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, INTENDING TO BE LEGALLY BOUND, AGREE AS FOLLOWS: 1. THE PARTIES, (independent
Professional Corporation Corporation
SERVICES TO BE PERFORMED. The University engages IC to perform, complete and provide, in a good and workmanlike manner as approved by the University, the following services (collectively the “Services”): TERMS OF PAYMENT. The University shall pay IC according to the following terms and conditions: . IC shall submit invoices to the University for the payments called for in this paragraph. SUPPLIERS. IC shall supply all equipment, tools, materials, and supplies to accomplish the designated tasks. CONTROL. IC retains the sole and exclusive right to control or direct the manner or means by which the Services are to be performed. The University retains only the right to control the ends to insure the conformity with that specified herein. PAYROLL OR EMPLOYMENT TAXES. Neither federal, nor state, nor local income tax, nor payroll tax of any kind shall be withheld or paid by the University on behalf of IC or the employees of IC. WORKERS’ COMPENSATION. No workers’ compensation insurance shall be obtained by the University concerning IC or IC’s employees. IC shall comply with the workers’ compensation laws with respect to IC and IC’s employees.
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TERM AND TERMINATION. This Agreement shall be effective as of , 200 and shall remain in effect until , 200 (the “Term”) unless earlier terminated as provided herein. Either party may terminate this Agreement if the other party breaches any term or condition of this Agreement and fails to cure such breach within ten (10) days of receipt of written notice of such breach. In addition, the University may terminate this Agreement for any reason whatsoever upon ( ) days prior written notice to IC. INDEMNIFICATION AND INSURANCE. IC shall defend, indemnify, and hold harmless the University, its trustees, officers, and employees from and against any and all claims, losses, liabilities, or expenses of any type whatsoever that may arise from IC’s or its employees’ or agents’ tasks or activities under this Agreement or their presence on the University’s property pursuant to this Agreement, including but not limited to those arising from personal injuries or death or loss or damage to property of the University or any other party. If requested, IC shall provide the University with evidence of satisfactory insurance coverage to support the obligations under this provision and other applicable provisions of this Agreement. CONFIDENTIAL INFORMATION. In order to enable IC to perform the Services, the University may make available to IC certain confidential and proprietary information, including but not limited to business development plans, pricing strategies and marketing strategies, inventions, patent applications, patents, data, information, samples, materials, methods, processes, know how, and ideas (“Confidential Information”). Such information will be labeled or identified as “confidential” or “proprietary” at the time of disclosure. If the University discloses to IC Confidential Information owned by a third party, IC agrees that it shall handle such Confidential Information in accordance with the terms of any agreement between the University and the third party governing such Confidential Information. IC agrees to treat the Confidential Information as strictly confidential and to take all necessary precautions to prevent the disclosure of such Confidential Information to third parties. IC agrees not to use Confidential Information for any purpose except to perform this Agreement. INTELLECTUAL PROPERTY. IC agrees that University shall be the owner of all intellectual property, including but not limited to all discoveries, inventions, drawings, designs, software, logos, art work, works of authorship, business information, data, forms, reports, and other information conceived, developed or otherwise generated by the IC in the performance of this Agreement. IC hereby assigns and agrees to assign all rights, titles and interest in the foregoing to University, including without limitation all copyright, trade and service mark rights, patent rights and other intellectual property rights therein. IC further agrees, at University request and expense, to execute all documentation necessary to perfect the University’s title to such intellectual property. WAIVER OF LIENS. IC, for itself and for any subcontractors or materialmen, agrees that no mechanic’s lien or other claim shall be filed or maintained by IC or by any subcontractor, materialman, laborer, or any other person, whatsoever, for or on account of the Services furnished under this Agreement. If requested, IC shall execute and deliver to the University a separate Waiver of Liens in a form satisfactory to the University.
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COMPLIANCE WITH LAWS AND REGULATIONS. IC shall comply with all federal, state, and local laws and regulations pertaining to IC’s Services under this Agreement, and IC shall be responsible for securing and paying for all applicable licenses and permits. The payments for the Services specified above shall be deemed to include the cost of these items. GOVERNING LAW; JURISDICTION. This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania and the parties hereby submit to the exclusive jurisdiction of the courts located in the Eastern District of Pennsylvania for litigation of any disputes arising under this Agreement.
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THE PARTIES, INTENDING TO BE LEGALLY BOUND, HAVE CAUSED THEIR DULY AUTHORIZED REPRESENTATIVES TO EXECUTE THIS AGREEMENT ON THE DATE INDICATED BELOW.
DREXEL UNIVERSITY: BY: ___________________________________ TITLE: DATE: BY: ___________________________________ TITLE: DATE:
INDEPENDENT CONTRACTOR: BY: __________________________________ TITLE: DATE:
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