GEORGETOWN UNIVERSITY
CONTRACTS DEPARTMENT
INTERNATIONAL STANDARD AND ICA AGREEMENT INSTRUCTIONS 06.26.14
Purpose: This template should be used when purchasing services from suppliers without US
remittance addresses. 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):
 _______________________________________________________________
 _______________________________________________________________
 _______________________________________________________________
 _______________________________________________________________
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 minors.
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GMS Approved Requisition Number
GEORGETOWN UNIVERSITY
CONTRACTS DEPARTMENT
INTERNATIONAL STANDARD AND ICA 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”).
Georgetown and Supplier may also be referred to hereafter individually as a “Party” and collectively as “the
Parties.”
1. General
a) Supplier represents and warrants that it is appropriately qualified and authorized to do business and agrees to
provide, and Georgetown agrees to pay for, the services described in this Agreement. The Parties shall execute a
written contract before Georgetown makes any payments to the Supplier.
2. 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 must display the purchase order number, an
invoice number, and the Georgetown department/person receiving goods or services thereunder. Georgetown
shall return improper invoices to Supplier for correction.
3. 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.
4. Indemnification
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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 a breach of any of Supplier’s representations, warranties or obligations under
this Agreement or Supplier’s negligence.
5. Insurance
Supplier shall maintain, at its own cost and expense, sufficient liability insurance to cover Supplier's obligations
under this Agreement. Upon request, Supplier shall provide a certificate of insurance to Georgetown.
6. 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.
7. Compliance with Laws
a) Supplier agrees to comply with all applicable national, state or local laws and regulations (“Applicable Laws”),
including but not limited to relevant employment laws, in the course of providing goods and/or services under
this Agreement. The Parties agree to abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60741.5(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.
b) In connection with the services provided under this Agreement, Supplier will not, directly or indirectly give,
offer or promise to give, or authorize another party to give, offer or promise to give, any money or other thing of
value to any non-U.S. government, government department, agency or instrumentality (including any
government-owned or government-controlled educational institution, corporation, or other commercial
enterprise) or any public international organization or political party (referred to collectively as “Foreign Officials”)
to induce or reward favorable action or the exercise of influence by such Foreign Officials.
c) Neither Party shall take any action or omit to take any action that would cause the other Party to be in violation
of United States anti-boycott laws or regulations or to participate or cooperate, directly or indirectly, in an
international boycott in any manner that would result in a tax penalty under Applicable Laws.
d) 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.
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e) 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.
8. 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.
9. 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.
10. Governing Law and Dispute Resolution
This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with
the laws of New York without regard to conflicts of law principles.
11. 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.
12. 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.
13. Assignment
Neither Georgetown nor Supplier may assign this Agreement or any right or obligation thereunder without the
prior written consent of the other Party.
14. 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.
15. Anti-terrorism
Supplier agrees to comply with all anti-terrorism laws and regulations of the United States of America. Supplier's
signature below shall serve as certification that, to the best of Supplier's knowledge, Supplier (a) is not, (b) has not
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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 U.S. laws including, but not limited to, Executive Order 13224.
16. 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.
17. 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.
18. Subcontractors
If Supplier 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 Supplier utilizes
Subcontractors to assist in Supplier’s performance of services under this Agreement, Supplier shall be responsible
to Georgetown for the actions and omissions of such Subcontractors.
19. 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.
20. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but taken together
shall constitute one instrument.
21. Amendment
This Agreement may not be amended or modified except by written instrument executed by Georgetown and
Supplier.
FOR (SUPPLIER NAME):
FOR GEORGETOWN UNIVERSITY:
_______________________________
Name (Print)
_____________________________
Name (Print)
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_______________________________
Title
_____________________________
Title
_________________________
Signature and Date
______________________________
Signature and Date
ATTACHMENT A
Detailed Statement of Work (SOW), to include 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:
1. Is the individual current or former employee of Georgetown University (“GU”)?
If yes, Please note the department, position and dates of employment:
Yes
No
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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-paymentsto-non-us-citizens-and-entities
4. Will the services be performed in the United States or its territories?
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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?
(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?
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?
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?
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?
17. Simultaneous Work: Will the Individual be able to offer services to other clients during this contract time period?
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?
If Yes, please note website address here:
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:
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Independent Contractor
(Approved)
Employee
(Denied)
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