AGREEMENT FOR PROFESSIONAL SERVICES
Agreement made this
day of
. By and between La Salle University, a
Commonwealth of Pennsylvania nonprofit corporation, hereinafter referred to as Client, and
Business Corporation, hereinafter referred to as
.
,a
I. Recitals
The Client is an institution of higher education and it desires to engage the services of the
to render professional services for the Client as provided herein.
THEREFORE, the Client engages the services of the
the mutual promises contained in this Agreement, the parties agree as follows:
, and in consideration of
II. Term
This Agreement shall be for a period of
(
) year, commencing on
, 20
, and may be terminated at any time by either party by giving sixty days (60) prior written notice to the
other party. If this Agreement is terminated during the Term, a pro-rated portion of the fee shall be returned to the
Client.
III. Services
The Services that Client expects to receive from
to provide are as follows:
a.
b.
c.
d.
e.
f.
g.
h.
and which
agrees
IV. Compensation and Expenses
In consideration of the services to be provided, Client agrees to pay
an annual fee of $
, payable quarterly in increments of twenty-five percent (25%) of the annual fee, subject to quarterly billing
to Client by
.
V. Insurance, Indemnity & Hold Harmless
shall be an independent contractor and not an employee of the Client under this
Agreement.
agrees to indemnify and hold-harmless client against all liability caused in whole or in
part arising out of any act or omission, including negligence, of
, their directors, officers,
employees, or agents.
is required to provide evidence each year of compliance with request
to providing coverage for workers compensation and any other disability type insurance as required by any
applicable state statutes.
must also provide evidence of Professional Errors/Omissions
insurance, and coverage for general liability, with minimum limits of liability applicable to each of $1,000,000 per
claim.
VI. Notice
Any notice required under this Agreement shall be sent to the parties at the following addresses by first
class mail certified or registered mail, return receipt requested:
To the Client:
1900 West Olney Avenue
Philadelphia, PA 19141-1199
VII. Assignment
Neither this Agreement nor any duties or obligations under this Agreement shall be assignable by
without the prior written consent of the Client. In the event of an assignment by
to which the Client has consented, the assignee or the assignee’s legal representative shall agree
in writing with the Client to personally assume, perform, and be bound by the covenants, obligations, and
agreements contained in this Agreement.
VIII. Termination of Agreement
Either party upon prior written notice to the other party may terminate this Agreement. Such a written
notice must be received at least sixty (60) days in advance of such termination.
‘s responsibility
for performing management services of open/run off items will continue beyond the date of termination for twentyfour (24) months from the date this agreement terminates. No further compensation will be paid to
for this “run off” service.
IX. Successors and Assigns
Subject to the provision regarding Assignment, this Agreement shall be binding on the heirs, executors,
administrators legal representatives, successors, and assigns of the respective parties.
X. Governing Law
The validity of this Agreement and of any of its terms or provisions, as well as the rights and duties of the
parties to this Agreement, shall be governed by the laws of the Commonwealth of Pennsylvania.
XI. Entire Agreement
This Agreement supersedes any and all other agreements, either oral or in writing, between the parties to
this Agreement with respect to its subject matter and no other agreement, statement, or promise relating to the
subject matter of this Agreement that is not contained in it shall be valid or binding. The Recitals stated at the
beginning of this Agreement are an integral part of this Agreement.
XII. Amendment
This Agreement may be amended by the mutual agreement of the parties hereto only in a writing to be
construed as if attached to and incorporated into this Agreement.
XIII. Legal Construction
In case any one or more of the provisions contained in this Agreement shall for any reason be held to be
invalid, illegal, or unenforceable in any respect by any court of competent jurisdiction, the invalidity, illegality, or
unenforceability shall not affect any other provision of this Agreement and this Agreement shall be construed as if
the invalid, illegal, or unenforceable provision had never been contained in it.
La Salle University
By
Matthew S. McManness
Vice President for Business Affairs
By
Date
Date