GEORGETOWN UNIVERSITY
CONTRACT DEPARTMENT
GU INDEPENDENT CONTRACTOR AGREEMENT (ICA) INSTRUCTIONS 07.08.14
Purpose: This template should be used when purchasing services from an Independent
Contractor that is either, an Individual, Sole Proprietor or Company with less than two (2)
employees. If this company has two employees or less, please contact the Tax Department
at taxdepartment@georgetown.edu before completing this form.
Step 1: Verify that the Supplier is in the data base. If not direct supplier to,
http://georgetown.force.com/gusupplier
It takes 3-5 business days after the supplier registers before the supplier number is activated.
Step 2: Fill in all the blanks on the template: 1 = supplier name, 2 = GMS contract number, 3 = Contract
Overview, 4 = beginning service date, 5 = end of service date, 6 = NTE dollar amount.
Step 3: List of collaborator names and email addresses for contract review process to be completed in
Box (e.g. Cost Center Buyer, Requisitioner, Department personnel involved in contract negotiations):
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Step 4: Please create a requisition in GMS.
Requisition number: ______________________________________________
Step 5: Submit to contracts@georgetown.edu
Check list:
_____ Instruction Sheet
_____ GU Independent Contractor Template from Contracts website
_____ Non-standard ICA Agreement from Supplier
_____ Evidence of Competition, bids, proposals, sole source
_____ Indicate if the contract is a RUSH or CONFIDENTIAL in the Contract Reference
Field in GMS
_____ Attachment A – Detailed Statement of Work (SOW), includes Deadlines,
Deliverables Desired Results, etc.
_____ UIS Checklist or Worksheet if it involves software, hardware, or electronic data
Or web design.
_____ Certificate of Insurance (COI) with GU as a certificate holder
_____ GU Addendum for Protection of Minors if services involves interaction with
minors.
GEORGETOWN UNIVERSITY
CONTRACTS DEPARTMENT
INDEPENDENT CONTRACTOR AGREEMENT Rev. 12.17.14
This Agreement (the “Agreement”), by and between Georgetown University (“Georgetown”) and _________
________________________ (“Independent Contractor” or “IC””), with GMS contract number_________, is for
the performance of services set forth below and further detailed in Attachment A – Statement of Work.
Georgetown and IC may also be referred to hereafter individually as a “Party” and collectively as “the Parties.”
IC’s principal place of business is located at (name and complete address):
Client’s principal place of business is located at:
Georgetown University
37th & O Streets, NW
Washington, D.C. 20057
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.
IC declares that IC is engaged in the same or similar activities for other clients and that Client is not IC’s sole and
only client or customer.
Georgetown and Supplier may also be referred to hereafter individually as a “Party” and collectively as “the
Parties.”
THEREFORE, IN CONSIDERATION OF THE FOREGOING REPRESENTATIONS AND THE FOLLOWING TERMS AND
CONDITIONS, THE PARTIES AGREE:
1. SERVICES TO BE PERFORMED. Client engages IC to perform the following tasks or services:
Services shall begin on ___________ (the “Start Date”) and end on ____________ (the “End Date”).
2. TERMS OF PAYMENT. Client shall pay IC according to the following terms and conditions:
Georgetown shall pay the IC an amount not to exceed $ _____ for the performance of these services.
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In addition, Client shall not reimburse IC for reasonable, ordinary and necessary business expenses, travel
expenses, photocopy/reproduction costs, telephone, and courier expenses incurred in the performance of
services. Other provisions as agreed (insert if applicable):
Georgetown shall pay proper invoices submitted by Supplier within thirty (30) days of Georgetown’s receipt of
such invoices. In order to be considered proper, invoices issued by the Supplier pursuant to this Agreement
must display the purchase order number, an invoice number, and the Georgetown department/person receiving
services thereunder. Georgetown shall return improper invoices to Supplier for correction.
Proper invoices are to be sent to: Georgetown University, Accounts Payable, 2121 Wisconsin Ave NW, Suite
400, PO Box 571165, Washington, DC 20057.
PO-based invoices may also be emailed to: PO-Invoices@georgetown.edu
3. INSTRUMENTALITIES.
IC shall supply and be responsible for all repairs to or replacement of all equipment and tools used to accomplish
the designated tasks and services except as otherwise provided herein.
4. CONTROL.
IC retains the sole and exclusive right to control or direct the manner or means by which the work described
herein is to be performed. Client retains only the right to control the deliverables to insure their conformity
with that specified herein.
5. PAYROLL OR EMPLOYMENT TAXES. If the IC is a US Citizen or a resident alien for tax purposes no payroll or
employment taxes of any kind shall be withheld or paid with respect to payments to IC. The payroll or
employment taxes that are subject of this paragraph include but are not limited to FICA, FUTA, federal personal
income tax, state personal income tax, state disability insurance tax, and state unemployment insurance tax.
6. OTHER TAX WITHHOLDING: If the IC is a non-resident alien for tax purposes and work is being performed in
the US, the IC will be subject to tax withholding, unless specifically exempted by a tax treaty. Documentation for
treaty benefit will need to be provided to the Tax Department.
https://sites.google.com/a/georgetown.edu/tax/system/app/pages/search?scope=search-site&q=treaty
7. WORKER’S COMPENSATION. No workers compensation insurance has been or will be ordained by the Client
on account of IC or IC’s employees. IC shall comply with any applicable workers compensation laws with respect
to IC and IC’s employees.
8. COMPLIANCE WITH IMMIGRATION LAWS. IC shall be responsible for completing an I-9 form for all of its
employees and otherwise comply with the employer sanction provisions of Section 274A of the Immigration and
Nationality Act.
9. INTELLECTUAL PROPERTY/WORK FOR HIRE. Any and all work, deliverables 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 Georgetown pursuant to this Agreement is deemed a
“work for hire” and as such is the sole and exclusive property of Georgetown. In the event, however, that the
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work performed by the Supplier for Georgetown pursuant to this Agreement is not deemed a “work for hire,”
the Supplier hereby assigns any and all of its rights in such work, the deliverables under this Agreement, and/or
associated intellectual property to Georgetown.
10. COMPLIANCE WITH LAWS. IC agrees to comply with all applicable national, state and local laws and legal
requirements (“Applicable Laws”), including but not limited to non-discrimination and other relevant
employment laws, in the course of providing goods and/or services under this Agreement. In performing its
obligations under this Agreement, IC shall also abide by all applicable laws regarding privacy of information
including, but not limited to, the Family Educational Rights and Privacy Act and the Health Insurance Portability
and Accountability Act, as well as Georgetown's applicable policies concerning such laws. The Parties agree to
abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit
discrimination against qualified individuals based on their status as protected veterans or individuals with
disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or
national origin. Moreover, these regulations require that covered prime contractors and subcontractors take
affirmative action to employ and advance in employment individuals without regard to race, color, religion,
sex, national origin, protected veteran status or disability.
11. CONFIDENTIALITY.
Unless required pursuant to Applicable Laws, IC agrees not to disclose or to use, directly or indirectly, except as
contemplated in this Agreement, any proprietary or confidential data, trade secrets or other information
relating to Georgetown or its affairs which may be disclosed to, or become known by, IC in connection with the
services or IC’s performance of this Agreement.
12. AUTHORITY. IC shall not have the authority to enter into contracts in Georgetown’s name. Additionally, IC
shall not have the authority to speak on behalf of Georgetown or make any contractual or financial
commitments on behalf of Georgetown. IC represents and warrants to Client that in performing this agreement
IC will not breach another agreement with a third party.
13. ASSIGNMENT
Neither Georgetown nor IC may assign this Agreement or any right or obligation thereunder without the prior
written consent of the other party.
14. SUBCONTRACTORS. If IC engages any third parties to provide goods or services (“Subcontractors”) to
Georgetown in connection with this Agreement, Supplier shall enter into written agreements with
Subcontractors that, at a minimum, require Subcontractors to abide by all of the terms contained in this
Agreement. To the extent IC utilizes Subcontractors to assist in Supplier’s performance of services under this
Agreement, IC shall be responsible to Georgetown for the actions and omissions of such Subcontractors.
15. INDEMNIFICATION. IC 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 IC or its officers, directors, employees or subcontractors, or from any breach by IC of
any obligations, representations, or warranties under this Agreement.
16. INSURANCE.
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IC shall maintain, unless otherwise specified, commercial 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 ($5,000,000 for transportation Suppliers) throughout the performance of this Agreement.
The commercial general liability and/or auto insurance policies shall include Georgetown University as an
Additional Insured 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 or emailed to http://riskmanagement.georgetown.edu. In the event that the
term of the Purchase Order/Agreement extends beyond the policy expiration date on the certificate, Supplier
shall (i) renew its current policies or obtain suitable coverage in accordance with this section 16 so that there is
no lapse in coverage and (ii) promptly provide Georgetown with a new certificate evidencing such coverage.
Professional Liability Insurance (if applicable): Additionally, IC shall maintain professional liability insurance for
claims arising from real or alleged errors, omissions, or negligent acts committed in the performance of services
associated with this agreement with limits of not less than $1,000,000 per claim.
17. CONSEQUENTIAL OR INDIRECT DAMAGES
To the extent permitted by applicable laws, Client and its officers, agents or employees shall not be liable for
indirect, special, incidental or consequential damages arising out of or related to the performance of this
Agreement.
18. GOVERNING LAW. This agreement shall be constructed in accordance with, and its performance governed
by, the laws of the District of Columbia. Any controversy or claim arising out of or relating to this Agreement, or
the breach thereof, shall be handled by Arbitration Rules of the American Arbitration Association. The place of
arbitration shall be Washington, DC. Judgment upon the award rendered by the arbitrator(s) may be entered in
any court having jurisdiction thereof.
19. TERM AND TERMINATION
This Agreement shall be effective as of the Start Date and shall continue in full force and effect until the End
Date, unless terminated earlier pursuant to this section. Georgetown may terminate this Agreement by
delivering thirty (30) days' written notice to the Supplier. In the event of termination, unless expressly provided
otherwise in this Agreement, Georgetown shall pay Supplier for actual services provided by Supplier to
Georgetown pursuant to this Agreement through the effective date of such termination. All representations,
indemnification, confidentiality and choice of law provisions shall survive the expiration or termination of this
Agreement.
20. SEVERABILITY. The terms of this Agreement are severable such that if any term or provision is declared to a
court of competent jurisdiction to be illegal, void, or unenforceable, the remainder of the provisions shall
continue to be valid and enforceable.
21. UNIVERSITY’S NAMES OR MARKS. IC agrees not to use Georgetown’s names, logos, marks, or any derivatives
thereof for any purpose not necessary in connection with IC’s performance of this Agreement, including but not
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limited to references to Georgetown in press releases, client lists, websites or other promotional or marketing
materials, without the specific prior written permission of Georgetown’s Office of Communications.
22. FORCE MAJEURE. Neither Party shall be responsible for any failure or delay in the performance of any
obligations under this Agreement to the extent that such failure or delay is caused by force majeure events,
which may include but not be limited to acts of God, riots or civil commotions, war, terrorism, or other acts of
any nation or governmental agency or authority.
23. DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS. IC certifies by signing this Agreement
that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible
or voluntarily excluded from participation in this transaction by any federal department or agency.
24. FEDERAL ANTI-TERRORISM COMPLIANCE. IC agrees to comply with all Federal anti-terrorism rules and
regulations. IC’s signature below shall serve as certification that, to the best of IC's knowledge, IC (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
25. AMENDMENT AND ENTIRE UNDERSTANDING. This Agreement, together with any relevant attachments,
constitutes the entire Agreement between the Parties with respect to the subject matter hereof. If Georgetown
has signed Supplier’s contract, proposal or statement of work, such contract and/or other relevant documents
of Supplier are incorporated into this Agreement. Should a conflict arise between the Supplier’s contract or
documents and Georgetown’s Agreement or documents, the terms of Georgetown’s Agreement or documents
shall prevail.
GEORGETOWN UNIVERSITY
INDEPENDENT CONTRACTOR
________________________________
Printed Name
_______________________________
Printed Name
________________________________
Signature
_______________________________
Signature
________________________________
Date
_______________________________
Date
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ATTACHMENT A
Detailed Statement of Work (SOW) includes Deadlines, Deliverables, Desired Results, etc.
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GEORGETOWN UNIVERSITY
DIVISION OF FINANCIAL AFFAIRS
INDEPENDENT CONTRACTOR TAX QUESTIONNAIRE Rev. 07/16/13
Contractor Name
Supplier Number (If Set-up)
GU Contact Name &
Extension
Please answer the questions listed below, with the assistance of the Individual listed above, to assist the Tax Department
determine if he or she is an Independent Contractor (“IC”) or an Employee. This form must be included with the contract
package submitted to the Contracts Department at, contracts@georgetown.edu If you do not know the answer to any
additional questions or feel it is not applicable, please leave it blank. Direct questions related to this form to
taxdepartment@georgetown.edu.
Required Questions:
YES
1. Is the individual current or former employee of Georgetown University (“GU”)?
NO
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If yes, Please note the department, position and dates of employment:
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2. Has the Individual ever been a contractor of GU in the past? If yes, for what services and timeframes?
3. Is the Individual a US Citizen? (A Social Security Number does not mean the Individual is a Citizen.)
If Individual is not a US Citizen, please see list of required documents here: https://sites.google.com/a/georgetown.edu/tax/7-payments-to-non-uscitizens-and-entities
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4. Will the services be performed in the United States or its territories?
Required Questions for IRS 20 Factor Independent Contractor or Employee Test:
1. Instructions: Is the worker required to follow GU's instructions (when, where, and how) in completing the job or
accomplishing the task?
2. Training: Will GU provide the training necessary for completion of job?
3. Integration: Are the Individual's services crucial to the success or continued existence of GU or program?
4. Personal: Is he or she required to perform the services for completion of job? (i.e. the Individual cannot subcontract the work)
5. Assistants: Will GU hire, supervise, and pay assistants for the Individual?
6. Continuity: Is there a continuing relationship between GU and the Individual?
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(i.e. GU expects to have this Individual perform similar services in the future after the end of this contract)
7. Hours of Work: Will GU set the hours of work for the Individual?
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8. Time Required: Will GU require a full time commitment, thus restricting worker from engaging in other
employment engagements?
9. Work Location: Does GU specify where the work must be performed?
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10. Sequence of Work: Must the Individual perform services in the order of sequence set by GU?
11. Reports: Will GU require the Individual to submit regular written reports to GU?
12. Payment: Is the Individual paid by the hour, week, or month rather than at the end of job?
13. Expenses: Will GU pay for or reimburse his or her business and/or travel expenses?
14. Tools and Materials: Will GU furnish tools, materials, and other equipment to the worker?
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15. Facility Investments: Has or will the Individual invest in facilities and/or equipment in order to perform the
services for this contract?
16. Profit or Losses: Is the Individual able to realize a profit or loss from performing services?
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17. Simultaneous Work: Will the Individual be able to offer services to other clients during this contract time period?
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If Yes, please list clients:
18. General Public: Does the Individual make his or her service available to the general public on a regular basis?
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If Yes, please note website address here:
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19. Discharge: Will GU have the right to terminate the Individual even if the job results are not achieved?
20. Termination: Will the Individual have the right to terminate the relationship at any time he or she wishes?
Tax Department Determination:
Independent Contractor
(Approved)
Employee
(Denied)
Reviewer’s Signature
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Date