AGREEMENT
THIS AGREEMENT, made as of the ____________ by and between BOARD OF
REGENTS OF THE UNIVERSITY SYSTEM OF GEORGIA by and on behalf of the
UNIVERSITY OF NORTH GEORGIA (hereinafter referred to as “UNG”) and
_____________________ (hereinafter referred to as “Contractor”) shall constitute the terms and
conditions under which Contractor shall provide services to UNG.
In consideration of the mutual covenants and agreements set forth herein, and other good
and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby
acknowledged, the Board and Consultant do hereby agree as follows:
ARTICLE I. CONTRACT TIME
The services to be performed pursuant to this Agreement are as forth on Exhibit A.
Exhibit A is attached hereto and incorporated herein by reference.
ARTICLE II. PAYMENT
UNG shall pay Contractor in accordance with the provisions of Exhibit A upon
completion of the services as set forth in Article III.
In case of termination of this Agreement before completion of the services outlined
herein, Contractor will be paid in accordance with Article IV.G below.
ARTICLE III. SCOPE OF SERVICES
Contractor will provide the services as described in Exhibit A. All services will be
performed in a professional and timely manner.
ARTICLE IV. GENERAL INFORMATION
A.
Interest of Contractor. Contractor warrants that it presently has no interest direct or
indirect which would conflict in any manner or degree with the performance of its services
hereunder. Contractor further covenants that in the performance of the Agreement, Contractor
shall not employ any person having such conflicting interests. All parties to this Agreement
certify that those provisions of the Official Code of Georgia Annotated 45-10-20 through 45-1025, as amended, which prohibit and regulate certain transactions between certain state officials,
employees, and the State of Georgia, have not been violated and will not be violated in any
respect.
B.
Publicity. It is also agreed that no advertising or publicity having or containing any
reference to the Board of Regents of the University System of Georgia or the University of North
Georgia in which the name is mentioned, shall be made use of by Contractor or anyone on
Contractor’s behalf unless and until the same shall have first been submitted to and approved by
an authorized representative of UNG in writing.
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C.
Assignability. Contractor shall not assign, subcontract, or transfer (whether by
assignment or novation) the work, services or any interest in this Agreement without the prior
written consent of UNG thereto.
D.
Termination of Contract. This Agreement may be terminated by UNG at any time with
or without cause upon not less than ten (10) days written notice to Contractor, addressed as set
forth on Exhibit A.
All such notices shall be binding upon Contractor when sent by UNG. Upon receipt of notice
terminating the Agreement, Contractor shall: 1) immediately discontinue all services affected
(unless the notice directs otherwise) and 2) deliver to UNG all data, reports, summaries, and such
other information and materials as may have been prepared for and/or accumulated by
Contractor in performing this Agreement, whether completed or in progress. If this Agreement
is terminated, Contractor shall be paid for services rendered through the date of termination as
determined solely by UNG.
E.
Georgia Laws Govern. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Georgia.
F.
Venue. This Agreement shall be deemed to have been made and performed in Fulton
County, Georgia. For the purpose of venue, all suits or causes of action arising out of this
agreement shall be brought in the courts of Fulton County, Georgia.
G.
Status as Independent Contractor. Contractor shall be at all times an independent
contractor in performance of the services under this Agreement, and shall not be an employee of
UNG at any time for any reason. Other than the consideration set forth herein, Contractor shall
not be entitled to any employee benefits including, but not limited to, insurance, paid annual
leave, sick leave, workers’ compensation, free parking or retirement benefits.
H.
Indemnification Agreement. In addition to the liability imposed by law on Contractor or
his/her agents, which liability is not impaired or otherwise affected hereby, Contractor hereby
assumes liability for and agrees to save and hold UNG harmless and indemnify UNG for every
expense, liability, or payment by reason of any damage or injury (including death) to persons or
property suffered or claimed to have been suffered through any act or omission of Contractor or
any of his/her agents or anyone directly or indirectly engaged by Contractor arising in any way
from the work called for by this Agreement. This indemnification applies even if UNG is
partially responsible for the situation giving rise to the claim, but not if UNG is solely
responsible. This obligation survives the expiration and termination of the Agreement, the
dissolution of Contractor, and to the extent allowed by law, the bankruptcy of Contractor.
I.
Sole Agreement. This Agreement constitutes the sole agreement between the parties.
No representations oral or written not incorporated herein shall be binding upon the parties. No
amendment or modifications of this Agreement shall be enforceable unless approved in writing
by the parties.
EXECUTIONS ON FOLLOWING PAGE
Rev. Oct-14
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in three
counterparts, each to be considered an original, the day and date written above.
BOARD OF REGENTS OF THE
UNIVERSITY SYSTEM OF GEORGIA
by and on behalf of the UNIVERSITY OF
NORTH GEORGIA
By:_________________________________
Name
Title
By:_________________________________
Name
Title
Rev. Oct-14
Exhibit A to the
Consulting Services Agreement
Between
Board of Regents of the University System of Georgia
and
_________________________________
1.
The term of the Agreement shall be from _________ to _________. The term of this
Agreement may be extended for additional periods of one (1) year each upon the written
agreement of the parties.
2.
The amount paid to Contractor upon completion of the services set forth herein is
determined by the number of students participating in the study abroad program. A cost per
student shall be provided to UNG in writing prior each term of participation.
3.
The following services will be provided by Contractor:
[List specific types of services]
Contractor will provide these services upon written request from UNG. Upon receipt of such
request, Contractor will prepare and deliver to UNG a written statement of work, which will
specify the services to be provided, the time, date and place of performance for these services,
and the amount to be paid by UNG for these services. If UNG agrees to the provisions of this
statement of work, it shall execute the statement of work and return it promptly to Contractor.
Contractor will not be required to perform any services nor will UNG be required to pay for any
services performed by Contractor except in accordance with a statement of work executed by
Contractor and UNG.
4.
Contractor acknowledges that there is no guarantee of work provided by this Agreement.
5.
Contractor’s contact information:
Name:
Address:
Phone Number:
Fax Number:
Email:
Approved by
____________________________________
Name: ______________________________
Department: _________________________
Rev. Oct-14