GEORGETOWN UNIVERSITY CONTRACTS DEPARTMENT GU SHORT FORM SERVICE AGREEMENT INSTRUCTIONS 06.29.14 Purpose: This template should be used when purchasing services from U.S. Companies with a total value less than $10,000 and no supplementary supplier terms. Step 1: Verify that the Supplier is in the GMS supplier data base. If not direct supplier to: http://georgetown.force.com/gusupplier It may take 3-5 business days for new supplier numbers to be 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, Department personnel involved in contract negotiations): _______________________________________________________________ _______________________________________________________________ _______________________________________________________________ _______________________________________________________________ Step 4: Please create a requisition in GMS. Requisition number: ______________________________________________ Step 5: Submit complete package to contracts@georgetown.edu Package check list: _____ Instruction Sheet _____ GU Standard Short Form Agreement Template from Contracts Website _____ 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 services involve software, hardware, 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. 0 GEORGETOWN UNIVERSITY CONTRACTS DEPARTMENT SHORT FORM GU SHORT FORM SERVICE AGREEMENT 12.17.2014 This Agreement (the “Agreement”), by and between Georgetown University (“Georgetown”) and _____________________________ (“Supplier”), with GMS contract number _________, is for the performance of services, as summarized below and further detailed in Attachment A – Statement of Work: CONTRACT OVERVIEW: 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 Supplier represents and warrants that it is appropriately qualified and authorized to do business, and that Supplier has complied and will comply 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. 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 pursuant to this Agreement must display the purchase order number, an invoice number, invoice date, and the Georgetown department/person receiving services. Georgetown shall return improper invoices to Supplier for correction. c) 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. Term and Termination This Agreement shall be effective as of the Start Date and shall continue in 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 Supplier. Supplier shall cease performing services as soon as practicable following 1 Supplier’s receipt of a notice of termination from Georgetown. All indemnification, confidentiality and choice of law provisions shall survive the expiration or termination of this Agreement. 4. 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. 5. 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; 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. 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. b) Supplier’s applicable policies shall include Georgetown University as an Additional Insured but solely with respect to liability arising from the performance of this Agreement. A signed certificate evidencing such coverage shall be emailed to riskmanagement@georgetown.edu. 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. 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 Supplier agrees to comply with all applicable federal, state and local laws and regulations (“Applicable Laws”) in the course of providing goods and/or services under this Agreement, including but not limited to employment and privacy laws, and all Georgetown 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. 2 8. Confidentiality Except as required by Applicable Laws, Supplier shall not disclose or use, directly or indirectly, except as necessary to perform its obligations under this Agreement, any proprietary or confidential data, trade secrets or other non-public information relating to Georgetown or its affairs (including the terms of this Agreement) which may be disclosed to, or become known by, Supplier in connection with this Agreement. 9. Georgetown’s Names or Marks Supplier shall not use in any manner the name Georgetown University or any other Georgetown University trademarks, service marks, trade names, symbols, logos or designs without the prior written approval of Georgetown. 10. Governing Law This Agreement shall be construed in accordance with, and its performance governed by, the laws of the District of Columbia. 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, 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. Intellectual Property Any and all work, deliverables and/or intellectual property (including, but without limit, the work itself or 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 and shall be the sole and exclusive property of Georgetown. In the event, however, that the work performed by Supplier for Georgetown pursuant to this Agreement is not deemed a “work for hire,” Supplier hereby grants and assigns any and all of its rights in such work, the deliverables under this Agreement, and/or associated intellectual property to Georgetown. 15. Subcontractors Supplier shall not engage any third parties to provide goods or services to Georgetown in connection with this Agreement. 16. Entire Agreement This Agreement, together with any relevant attachments, constitutes the entire Agreement between the Parties with respect to the subject matter hereof, and supersedes any Supplier proposal, quote or other documents. 3 17. Amendment This Agreement may not be amended, extended or modified except by written agreement executed by Georgetown and Supplier. FOR ________________________: _____________________________ Name (Print) _____________________________ Title _____________________________ Signature and Date FOR GEORGETOWN UNIVERSITY: _____________________________ Name (Print) _____________________________ Title _____________________________ Signature and Date 4 ATTACHMENT A Detailed Statement of Work (SOW), to include deadlines, deliverables, desired results, etc. 5