GEORGETOWN UNIVERSITY
CONTRACTS DEPARTMENT
GU STANDARD SERVICE AGREEMENT INSTRUCTIONS 6.26.14
Purpose: This template should be used when purchasing services from U.S. Companies. 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 = NTE dollar amount, 5 = beginning service date, 6 = end of service date.
Step 3: List of collaborator names and email addresses for contract review process to be completed in
Box (e.g. Cost Center Buyer, Requisitioner, and 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 Standard Service Template from Contracts website
_____ Non-standard 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 involve interaction with
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Minors.
GEORGETOWN UNIVERSITY
CONTRACTS DEPARTMENT
GU STANDARD SERVICE AGREEMENT Rev. 12.17.14
This Agreement (the “Agreement”), by and between Georgetown University (“Georgetown”) and _________
________________________ (“Supplier”), with GMS contract number__________, is for the performance of the
following services, as summarized below and further detailed in Attachment A – Statement of Work:
INSERT CONTRACT OVERVIEW OF SERVICES:
Georgetown shall pay Supplier an amount not to exceed $ _____ for the performance of these services.
Services shall begin on ___________ (the “Start Date”) and end on ____________ (the “End Date”).
The Supplier is _____/ is not _____ designated as a District of Columbia Certified Business Enterprise (“CBE”). If
applicable, Supplier’s CBE number is _____________.
1. General
a) Supplier represents and warrants that it is appropriately qualified and authorized to do business, and that
Supplier has complied with all federal, state, and local laws regarding registrations, permits and licenses of any
kind that are required to perform the services described in this Agreement.
b) Supplier agrees to provide, and Georgetown agrees to pay for, the services set forth in this Agreement.
Georgetown will not pay for any services furnished by Supplier until a written or electronic Purchase Order or
Agreement has been executed by Georgetown.
2. Tax Exemption
For tax exemption purposes, Georgetown is exempt from Sales and Use Taxes under District of Columbia
Certificate 8200-19620-01, State of Maryland Certificate 31056592 (as applicable), the Commonwealth of Virginia
Form ST-13 (as applicable), and Federal Excise Tax Certificate 52-74-0032-F.
3. Billing Requirements
a) Georgetown shall pay proper invoices submitted by Supplier within thirty (30) days of Georgetown’s receipt of
such invoices. 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.
b) 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.
4. Term and Termination
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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.
5. Indemnification
Supplier will indemnify, defend, hold harmless and reimburse Georgetown, and Georgetown’s officers, directors
and employees, for, against and from all claims, demands, liabilities, suits, damages, costs and expenses of any
nature arising from or relating to Supplier’s negligence or a breach of any of Supplier’s representations,
warranties or obligations under this Agreement.
6. Insurance
a) Supplier shall maintain, unless otherwise specified herein, comprehensive 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.
b) The comprehensive general liability and/or auto insurance policies shall include Georgetown University as an
Additional Insured but solely 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 riskmanagement@georgetown.edu.
c) If applicable, Supplier shall maintain professional liability insurance for claims arising from real or alleged errors,
omissions, or negligent acts committed in the performance of professional or technical services associated with
this Agreement with limits of at least $1,000,000 per claim.
7. Relationship and Authority
a) The Parties understand and acknowledge that Supplier is an independent contractor of Georgetown, and that
nothing in this Agreement is intended to or should be construed to create an agency, joint venture, partnership
or employment relationship. Supplier further acknowledges that neither Supplier nor Supplier’s employees will
be treated or regarded as Georgetown employees under the laws or regulations of any government or
governmental agency. Georgetown shall not withhold from its payments to Supplier any amounts for income
taxes or other similar assessments.
b) This Agreement sets forth the terms of the business relationship between the Parties. Neither Party shall hold
itself out contrary to these terms by advertising or otherwise, nor shall either Party be bound by any statement,
representation, act or omission of the other Party. Supplier shall not have the authority to enter into contracts in
Georgetown’s name or make financial or other commitments on Georgetown’s behalf.
8. Conflicts of Interest
Georgetown acknowledges and agrees that Supplier may perform services that are similar to the services
contemplated in this Agreement for other Parties. Supplier agrees to avoid any conflict of interest between
Georgetown and any other Party for which Supplier provides services.
9. Compliance with Laws
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a) Supplier agrees to comply with all applicable national, state and local laws and regulations (“Applicable Laws”),
including but not limited to relevant employment laws, in the course of providing services under this Agreement,
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 policies concerning such laws. Georgetown and Supplier 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 parties take affirmative action to employ and
advance in employment individuals without regard to race, color, religion, sex, national origin, protected
veteran status or disability.
b) In connection with its performance of services under this Agreement, Supplier agrees to comply with applicable
United States laws and regulations controlling the export of goods, technology, software and services, including
the International Traffic in Arms Regulations, the Export Administration Regulations, and the sanctions regulations
administered by the Office of Foreign Asset Controls of the United States Treasury Department.
c) Neither Party shall take any action or omit to take any action that would jeopardize or endanger in any manner
Georgetown's licensure, accreditation, federal, state or local tax status or exemptions, or eligibility to contract
with or receive grants or financial assistance from the United States government or participate in any manner in
federally-related student loan programs.
10. Confidentiality
Except as required pursuant to Applicable Laws, Supplier 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 (including the information and terms contained in this Agreement) which may
be disclosed to, or become known by, Supplier in connection with the services or Supplier’s performance of this
Agreement.
11. Georgetown’s Names or Marks
Supplier agrees not to use Georgetown’s names, logos, marks, or any derivatives thereof for any purpose not
necessary in connection with Supplier’s performance of this Agreement, including but not 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.
12. Governing Law and Dispute Resolution
This Agreement shall be construed 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 in accordance with the Commercial 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.
13. Failure to Exercise or Enforce
The failure of either Georgetown or Supplier to enforce or exercise any right under this Agreement shall not be
construed to be a waiver of such right to insist upon strict compliance with the obligations or the terms herein.
14. 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
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be limited to acts of God, riots or civil commotions, war, terrorism, or other acts of any nation or governmental
agency or authority.
15. Assignment
Neither Georgetown nor Supplier may assign this Agreement or any right or obligation thereunder without the
prior written consent of the other Party.
16. Severability
The terms of this Agreement are severable such that if any term or provision is declared by a court of competent
jurisdiction to be illegal, the remainder of the provisions shall continue to be valid and enforceable.
17. Anti-terrorism
Supplier agrees to comply with all Federal and other anti-terrorism laws and regulations. Supplier's signature
below shall serve as certification that, to the best of Supplier's knowledge, Supplier (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.
18. Debarment, Suspension, and Other Related Matters
Supplier 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
U.S. federal, state or local department or agency.
19. Intellectual Property
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 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.
20. Subcontractors
If Supplier engages any third parties to provide 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. Any such Subcontractors must be
approved in advance by Georgetown in writing. If such Subcontractors are approved by Georgetown and
engaged by Supplier to perform services in connection with this Agreement, Supplier shall be responsible to the
University for the actions and omissions of such subcontractors.
21. Entire Agreement
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.
22. Counterparts
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This Agreement may be executed in counterparts, each of which shall be deemed an original, but taken together
shall constitute one instrument.
23. Amendment
This Agreement may not be amended, extended or modified except by written instrument executed by
Georgetown and Supplier.
FOR ________________________:
FOR GEORGETOWN UNIVERSITY:
_______________________________
Name (Print)
_____________________________
Name (Print)
_______________________________
Title
_____________________________
Title
_______________________________
Signature and Date
_____________________________
Signature and Date
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ATTACHMENT A
Detailed Statement of Work (SOW), to include deadlines, deliverables, desired results, etc.
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