AGREEMENT
BETWEEN
THE RESEARCH FOUNDATION FOR THE STATE UNIVERSITY OF NEW YORK
UNIVERSITY AT ALBANY
AND
VENDOR
This Agreement made by and between The Research Foundation for The State University of New York, a
nonprofit educational corporation organized and existing under the laws of the State of New York with an office
located on the University at Albany, SUNY campus at the Management Services Center, Room 302, 1400
Washington Avenue, Albany, New York 12222, hereinafter referred to as "Research Foundation" and
______________ a ________________ existing under the laws of the State of New York, having its principal
place of business located at ________________, hereinafter referred to as "Vendor". Research Foundation and
Vendor are each referred to herein individually as "Party" or, collectively as "Parties".
W I T N E S S E T H:
WHEREAS, the Research Foundation desires the Vendor to perform certain work and services for the Research
Foundation; and
WHEREAS, Vendor has represented to the Research Foundation that it is competent, willing and capable of
providing such services and work products; and
WHEREAS, Research Foundation desires to enter into an agreement with Vendor;
NOW, THEREFORE, in consideration of the principles and mutual covenants and conditions herein set forth the
Parties hereto agree as follows:
1. SCOPE OF WORK AND COOPERATION
a. Vendor agrees and shall perform and complete, in a manner approved by Research Foundation, the work
and services as specified and detailed in the scope of work attached hereto and made a part hereof as
Exhibit “A”.
b. The nature of the relationship between Vendor and Research Foundation pursuant to this Agreement
shall be that of an independent contractor and not as an agent or employee of the Research Foundation.
In connection with its status as an independent contractor, Vendor hereby warrants that it is in compliance
with all tax filing and similar requirements imposed on independent contractors, and acknowledges that it
is solely responsible for paying income taxes, FICA taxes, and other taxes and assessments, which arise
from receipt of payments under this Agreement. This Agreement shall not be construed to contain any
authority either expressed or implied, enabling Vendor to incur any expense or perform any act on behalf
of Research Foundation.
2. TERM
Unless sooner terminated as provided herein or extended by the mutual written consent of the Parties, this
Agreement shall continue in full force and effect from ___________ through _____________. Any
expenditure of funds and/or services provided by Vendor prior to the start date is done at Vendor’s risk.
3. REMUNERATION
In consideration of Vendor's full and complete performance, the Research Foundation shall pay to Vendor a
sum not to exceed
dollars ($
) as
identified in Exhibit “B” for the term of this Agreement upon receipt of detailed invoices.
4. TERMINATION
a. It is understood and agreed that the Research Foundation may terminate this Agreement anytime upon
written notice by registered mail addressed to Vendor at the address indicated herein, or such other
address as Vendor may designate in writing, whenever the Research Foundation determines, in its
discretion, that such termination would be in the best interests of the Research Foundation. Should
Vendor fail to perform as required, Research Foundation reserves the right to award a contract to another
vendor and as a result should additional costs be incurred Vendor will be liable for these additional costs.
b. Research Foundation may suspend this Agreement with cause upon ten (10) days written notice to
Vendor, provided however, that Vendor will have not more than ten (10) days from the date of such notice
to remedy or cure any default or breach to the satisfaction of Research Foundation upon initial notice from
Research Foundation. Research Foundation may withhold payments to Vendor for the purpose of set-off
until such time as the exact amount of damages may be determined.
c. Upon notification that this Agreement has been terminated or suspended as provided above, Vendor shall
immediately stop all work under this Agreement on the date and to the extent specified in the Notice of
Termination. Research Foundation agrees to compensate Vendor for all work satisfactorily performed
pursuant to this Agreement prior to termination.
d. Vendor acknowledges and agrees, that, in the event Research Foundation has evidence that Vendor is in
default upon any of its obligations hereunder, Research Foundation shall be entitled either to suspend this
Agreement until a remedy acceptable to Research Foundation is established, or to terminate the
Agreement. Such termination shall be effective immediately upon receipt of official written notification
from Research Foundation. Research Foundation shall also be entitled to pursue any rights or remedies,
which Research Foundation may have against Vendor by reason of such default, and Research
Foundation may withhold any payments to Vendor for the purpose of set-off until such time as the exact
amount of damages may be determined.
5. PERSONNEL
a. Vendor must have and dedicate sufficient staff and all other resources that are required to meet or exceed
the mutually agreed upon work and services set forth in Exhibit "A".
b. Research Foundation reserves the right to approve, reject, or cause to be replaced any or all Vendor staff
assigned to this Agreement.
c. As a result of the events from September 11, 2001, Vendor is required by Federal law to verify that all its
employees and subcontractors in its employ are legally entitled to work in the United States. Accordingly,
Research Foundation reserves the right to request legally mandated Vendor-held documentation attesting
to the same for each employee assigned work under this Agreement. In accord with such laws, Research
Foundation does not discriminate against individuals on the basis of national origin or citizenship.
6. FUNDING
a. Vendor acknowledges that the source of the funds for the payment of services hereunder is an award
issued by a Sponsor to the Research Foundation, and that the execution of this Agreement does not, nor
does it purport to, bind the State of New York, the State University of New York or the University at
Albany, SUNY.
b. Vendor understands and agrees that funding for this Agreement depends on state, federal or other
external support. If any funding agency cancels or substantially reduces funding at any time during the
term of this Agreement, the Research Foundation will be entitled to terminate the Agreement, effective
immediately upon receipt of official written notification from the sponsoring agency. Vendor shall be
entitled to payment for services rendered and materials provided prior to the termination, and subject to
offsets, if any, for claims by Research Foundation against Vendor. In no event shall Research Foundation
be liable for lost profits, or incidental, consequential or special damages based upon the exercise of
Research Foundation's cancellation rights.
7. INVOICE INFORMATION
a. Vendor shall submit detailed invoices outlining services provided and costs incurred. Invoices must
contain sufficient information including but not limited to purchase order number and Federal Identification
Number. Payment shall be subject to audit and assessment to ensure the provisions of this Agreement
are met. Research Foundation reserves the right to withhold payment, pending receipt of required
deliverables and compliance with the provisions of this Agreement. All payments shall be subject to
correction and adjustment upon periodic and/or final audit or by reason of disallowance by funding
agency.
b. Invoices must be sent to the following address:
Sponsored Funds Financial Management
Management Services Center, Room 216
University at Albany, SUNY
1400 Washington Avenue
Albany, New York 12222
c. On receipt and approval of the invoice designated by Vendor as the “final invoice”, Research Foundation
shall pay any balance of allowable invoiced costs. Payment shall be subject to audit and assessment to
ensure the provisions of this Agreement are met. The final invoice shall be submitted by Vendor promptly
following completion of the work but in no event later than 15 days subsequent to the termination date of
this Agreement.
d. Any refunds, rebates, credits, or other amounts (including any interest thereon) accruing to or received by
Vendor or any of its assignees shall be paid or credited to Research Foundation to the extent that they are
properly allocable costs for which Vendor has been paid by Research Foundation.
8. INSURANCE AND INDEMNIFICATION
a. Vendor shall indemnify, defend and hold harmless Research Foundation, the State of New York, the State
University of New York and the University at Albany, their trustees, officers, and employees from and
against suits, actions, damages, expenses (including reasonable attorney's fees), claims, judgments,
liabilities and costs arising out of negligence, loss, destruction, error, wrongful acts or omissions of
Vendor, its officers, employees or agents. Vendor shall remain liable for direct damages that are due to its
negligence. Research Foundation, the State of New York, the State University of New York and the
University at Albany, SUNY shall not be liable upon any cause of action brought against Vendor as a
result of Vendor’s performance in compliance with this solicitation.
b. Prior to the commencement of the work to be performed by Vendor hereunder, Vendor shall file with
Research Foundation, Certificate(s) of Insurance evidencing compliance with all required insurance limits.
The Certificate(s) shall be of such form and substance that is acceptable to Research Foundation.
c. Vendor, shall at all times, at its own expense, obtain and carry comprehensive liability insurance, and
property damage insurance naming Research Foundation, the State of New York and the State University
of New York as additional insured. Vendor, shall at all times, at its own expense, obtain and carry
Workers' Compensation and Disability insurance of adequate amounts; and Professional Liability
insurance naming Research Foundation as Certificate Holder. Vendor shall keep such insurance in force
for the duration and term of this Agreement. The insurance required shall be obtained from insurance
company (ies) licensed to do business in the State of New York and shall have as minimum limits of
insurance:
i.
Commercial General Liability: $2,000,000 each occurrence combined (bodily injury, property
damage, and contractual liability, Single limit-each occurrence) $3,000,000 aggregate;
ii.
Automobile Liability $2,000,000 each occurrence (owned, leased, hired and non-owned
vehicles);
iii.
Workers Compensation Insurance Coverage meeting all New York State statutory requirements
is required. One of the following forms are the only acceptable proof of compliance with Workers
Compensation Coverage in New York State:





iv.
CE-200: Certification of Attestation of Exemption from Workers’ Compensation and/or
Disability Insurance.
Form C-105.2: Certificate of Workers’ Compensation Insurance.
Form U-26.3: Certificate of Workers’ Compensation Insurance.
Form SI-12: Certificate of Workers’ Compensation Self-Insurance.
Form GSI-105.2: Certificate in Participation in Workers’ Compensation Group SelfInsurance
Disability Benefits Insurance meeting all New York State statutory requirements is required. One
the following forms are the only acceptable proof of compliance with Disability Benefits Coverage
in New York State:


CE-200: Certification of Attestation of Exemption from Workers’ Compensation
and/or Disability Insurance.
Form DB-120.1: Certificate of Disability Benefits Insurance.

v.
Form DB-155: Certificate of Disability Benefits Self-Insurance.
Professional Liability (medical care, if applicable): $2,000,000 each occurrence; $3,000,000
aggregate.
d. All Certificates of Insurance must contain a thirty (30) day written notice of any cancellation, change, or
termination of coverage. Not less than thirty (30) days prior to the expiration date or renewal date, Vendor
shall supply Research Foundation an updated replacement Certificate of Insurance, and amendatory
endorsements. Vendor waives all rights of subrogation to the extent damages are covered by the abovedescribed policies.
e. Vendor shall require that any subcontractors that the Vendor hires, maintain carry insurance with the
same limits and provisions including additional insured status for the entities aforementioned provided
herein with exceptions made on a case-by-case basis. All exceptions require written approval by
Research Foundation.
f.
Each insurance carrier must be rated at least "A-" in the then most recently published A.M. Best Insurance
Report. If during the term of the policy, a carriers rating falls below "A-" ", the insurance must be replaced
no later than the renewal date of the policy with an insurer acceptable to Research Foundation.
9. WORKS
a. The Parties intend this to be an Agreement for services and each considers the products and results of
the services to be rendered by Vendor hereunder to be a work ("Work") made for hire. Vendor
acknowledges and agrees that the Work (and all rights therein, including, without limitation, copyright and
patent rights) belongs to and shall be the sole and exclusive property of Research Foundation.
b. Vendor shall not claim or assert any proprietary interest in any of the data or materials required to be
produced or delivered by Vendor in the performance of Vendor's obligation hereunder, and hereby assign
all rights, title, and interest in said data and materials to Research Foundation. Vendor warrants any
material produced by Vendor hereunder shall be original except for such portion from copyrighted works
as may be included with the permission of the copyright owners thereof, that it shall contain no
scandalous, libelous or unlawful statements or materials, and will not infringe upon any copyright,
trademark, patent, statutory or other proprietary rights of others, and that Vendor will hold harmless the
Research Foundation from any costs, expenses and damages resulting from any breach of this warranty.
Vendor further agrees not to publish, permit to be published, or distribute for public consumption, any
information, oral or written, concerning the results or conclusions made pursuant to this Agreement
without the prior written consent of the Research Foundation.
c. Vendor warrants that it has full power and authority to make this Agreement. Vendor will defend,
indemnify, and hold harmless Research Foundation and/or its licensees against all claims, suits, costs,
damages, and expenses that Research Foundation and/or its licensees may sustain by reason of any
scandalous, libelous, or unlawful matter contained or alleged to be contained in the Work or any
infringement or violation by the Work of any copyright or property right; and until such claim or suit has
been settled or withdrawn, Research Foundation may withhold any sums due Vendor under this
Agreement.
d. If for any reason the Work would not be considered a work made for hire under applicable law, Vendor
does hereby sell, assign, and transfer to Research Foundation, its successors and assigns, the entire
right, title and interest in and to the copyright in the Work and any registrations and copyright applications
relating thereto and any renewals and extensions thereof, and in and to all works based upon, derived
from, or incorporating the Work, and in and to all income, royalties, damages, claims and payments now
or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in
equity for past, present, or future infringement based on the property rights, and in and to all rights
corresponding to the foregoing throughout the world.
e. If Vendor fails to deliver the Work on time, Research Foundation will have the right to terminate this
Agreement and to recover from Vendor any sums advanced in connection with the Work. Upon such
termination, Vendor may not have the Work published elsewhere until such advances have been repaid.
f.
Vendor shall take every precaution at all times for the protection of persons and property, including
Research Foundation’s and the University at Albany’s employees, students, staff and its own property.
Vendor shall be responsible for initiating, maintaining, and supervising all safety precautions and
programs in connection with the Work under this Agreement. Vendor shall continuously maintain
adequate protection of all Work from damage and shall protect Research Foundation’s property from
injury or loss arising in connection with this Agreement. Vendor shall be liable for any such damage,
injury, or loss, resulting out of the actions or omissions of their employees arising in the performance of
this Agreement.
g. With the exception of short excerpts from others' works, which constitute fair use, the Work will contain no
material from other copyrighted works without a written consent of the copyright holder. Vendor will
obtain such consent(s) at its own expense after consultation with Research Foundation and will file the
written consent(s) with Research Foundation at the time the Work is delivered. Any obligations
associated with permissions will be the responsibility of Vendor.
10. PROTECTED INFORMATION
a. The Parties acknowledge that they may possess certain proprietary or confidential information
that may be utilized in performance of the Project. “Protected Information” shall mean all such
proprietary or confidential information provided by the disclosing Party in writing and marked
“confidential” or if disclosed orally summarized in writing and marked “confidential” and
transmitted to the non-disclosing Party within ten (10) days of oral disclosure. For purposes of
this Agreement, all data collected by Vendor shall be considered “Protected Information.”
b. Protected Information will only be disclosed to the employees, consultants, students or agents (if
applicable) who require the same to fulfill the purposes of the research or a need to know and
who have read and are obligated to be bound by this clause. The receiving Party shall protect the
disclosing Party’s Protected Information with the same standard of care with which the receiving
Party treats its own Protected Information. The receiving Party only within the scope of this
Agreement shall use Protected Information.
c. Vendor shall retain ownership of intellectual property included in deliverables to the extent that
Vendor has independently developed intellectual property without Research Foundation financial
support. With respect to such Vendor owned intellectual property, Vendor hereby grants to
Research Foundation a royalty-free, nonexclusive license to use such intellectual property for
purposes consistent with Research Foundation's obligations under the terms and conditions of
this Agreement.
d. Each Party shall, for a period of three (3) years after the termination or expiration of this
Agreement, maintain the same level of care to prevent the disclosure of a Party’s Protected
Information, unless otherwise required by law. Upon expiration of the three (3) year period, or
upon the request of the disclosing Party, whichever is first, the receiving Party will destroy all
copies of such Protected Information and so certify the same in writing to the disclosing party
within thirty (30) days. The written certification confirming the destruction of the Protected
Information shall include indemnification in the event the Protected Information has not been
destroyed or completely destroyed. Only one extant copy of such information shall be kept by the
receiving Party for archival or purposes of audit.
e. Neither Party shall be liable for disclosure or use of the information of the other Party if said
information was:
i.
Known by the receiving Party at the time it was acquired from the disclosing Party;
ii.
Already generally available to the public, or subsequently becomes available without fault
of the receiving Party;
iii.
Received by a Party to this Agreement from a third party who did not acquire it directly or
independently from a Party to this Agreement in confidence;
iv.
Independently developed by the receiving Party without the use or reliance on Protected
Information, or;
v.
Required to be disclosed by applicable law, court order, or regulations of any applicable
governmental agency provided that the disclosing Party shall give advance, written notice to the
other Party of the compelled disclosure.
11. MARKS AND LOGOS
Vendor agrees that without the prior written consent of Research Foundation and the University at Albany, it
will not use the name, service marks, or trademarks of Research Foundation and the University at Albany or
of any of its affiliated companies in any electronic or written media, advertising, publicity release, sales
presentation or any other publication. Such consent shall not be unreasonably withheld, delayed, or
conditioned.
12. PUBLICATIONS
Vendor may not publish any information, oral or written, concerning the results or conclusions made pursuant
to the performance of this Agreement without expressed written consent of the Research Foundation.
13. PRESS RELEASES
Vendor agrees that no brochure, news/media/press release, public announcement, memorandum or other
information of any kind regarding this Agreement shall be disseminated in any way to the public, nor shall any
presentation be given regarding this Agreement without the prior written approval of Research Foundation,
which written approval shall not be unreasonably withheld or delayed. However, Vendor may, upon written
approval of the Research Foundation, be authorized to provide copies of this Agreement and answer any
questions relating thereto to any State or Federal regulators or, in connection with its financial activities, to
financial institutions for any private or public offering.
14. REPORTS
a. Vendor acknowledges that timely, completed technical and/or narrative reports are required in order for
Research Foundation to meets its obligations with the funding agency. Vendor agrees to provide all
completed technical and/or other narrative progress reports as established herein.
b. Vendor further agrees to provide any additional reports as may reasonably be requested by the Research
Foundation. Research Foundation reserves the right to withhold payment to Vendor pending receipt of
any required reports.
15. WARRANTY OF ORIGINALITY
Vendor warrants that all material produced by Vendor and delivered to Research Foundation hereunder shall
be original, except for such portion as is included with permission of the copyright owners, that it shall contain
no libelous or unlawful statements or materials, and will not infringe upon any copyright, trademark, patent,
statutory or other proprietary rights of others and that it will hold harmless Research Foundation from any
costs, expenses and damages resulting from any breach of this warranty.
16. COMPLIANCE WITH LAWS AND REGULATIONS
a. The Parties agree to comply with all federal, New York State, and other applicable laws and
regulations in performing the obligations under this Agreement.
b. Vendor agrees to comply with the Research Foundation’s Purchase Order requirements, as
applicable, listed on Exhibit “X”, which is attached and incorporated as a material part of this
Agreement.
17. EXPORT CONTROLS
When applicable, Vendor agrees to comply with all 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 and regulations administered
by the Office of Foreign Asset Control of the U.S. Department of Treasury. The transfer of goods,
technology, software and services, including technical data to foreign person, either inside or outside the
U.S., may require a license from a U.S. government agency, unless an exemption is available. Vendor
acknowledges that it will take all necessary steps to comply with export control regulations, including
obtaining export licenses if necessary.
18. DEBARMENT AND SUSPENSION
Vendor acknowledges compliance with Executive Order 12549, as amended by Executive Order 12689,
“Debarment and Suspension”, and 48 CFR 9.406-409; and must provide certification in accordance with
Exhibit “C” which is attached hereto and made a part here. By executing this agreement, Vendor makes the
required certification.
19. LOBBYING
Vendor hereby represents that it is familiar with the provisions of 31 USC 1352 entitled “Limitation on the Use
of Appropriated Funds to Influence Certain Federal Contracting and Financial Transactions” and the
regulations issued thereunder (“Lobbying Act”). Vendor acknowledges that by executing this procurement
agreement Vendor is also making the certification required by the Lobbying Act, a copy of which is attached
to and made a part of this procurement agreement as Exhibit _____. Vendor also agrees that it will submit
Standard Form-LLL, “Disclosure Form to Report Lobbying”, to the Research Foundation as required by the
Lobbying Act.
20. EMPLOYEE RIGHTS UNDER FEDERAL LABOR LAWS
Vendor acknowledges compliance with Federal Executive Order 13496 entitled “Notification of Employee
Rights Under Federal Labor Laws” (29 CFR Part 471, Appendix A to subpart A).
21. NOTICES
a. All notices shall be sent by U.S. First Class Mail or via overnight delivery to the addresses listed below.
Notice will be deemed acceptable if sent via electronic mail (e-mail) if followed by formal written notice in
accordance with this Section.
To Research Foundation:
To Vendor:
Mr. Kevin C. Wilcox
Associate Vice President and Controller
Research Foundation Delegate
University at Albany, SUNY
UNH 212
1400 Washington Avenue
Albany, New York 12222
b. With retained evidence of the same, any notices, demands, and other communications so mailed shall be
deemed to have been received by the addressee seven (7) days after the time and date of it being so
mailed.
22. DISPUTE RESOLUTION
Research Foundation and Vendor shall attempt to resolve any dispute as follows:
a. In good faith by direct, confidential, and informal negotiations. Unless otherwise directed by Research
Foundation pursuant to termination procedures provided herein and to the fullest extent possible,
Vendor should proceed with the performance of its obligations under this Agreement.
b. Notwithstanding the above, either Party may pursue litigation in any court of competent jurisdiction in New
York State.
23. ASSIGNMENT AND SUBCONTRACTING
It is understood and agreed that the services to be rendered by Vendor are unique and that Vendor shall not
assign, transfer, convey, contract or otherwise dispose of Vendor’s rights or duties under this Agreement, in
whole or in part, to any other person, firm or corporation without prior written consent of the Research
Foundation. Any such subcontracts and all other arrangements made by Vendor in connection with its
performance hereunder, shall be made subject to, and consistent with this Agreement and Research
Foundation’s agreement with the funding agency.
24. MODIFICATIONS
This Agreement may not be changed, amended, modified, or extended unless in writing and duly executed by
the Parties.
25. GOVERNING LAW
This Agreement shall be construed according to the laws of the State of New York, without regard to conflict
of law provisions, and shall be deemed to have been executed in the State of New York. Any litigation shall
be brought to an appropriate court within the State of New York.
26. SEVERABILITY
a. In the event any provisions of this Agreement are determined to be invalid or unenforceable under any
controlling body of law, such invalidity or unenforceability shall not affect the validity or enforceability of
the remaining provisions hereof.
b. A waiver of enforcement of any provision of this Agreement by the Research Foundation shall not
constitute a waiver by the Research Foundation of any other provision of this Agreement, nor shall it
preclude the Research Foundation from subsequently enforcing such provision thereafter.
27. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement of the Parties hereto and all previous communications
between the Parties, whether written or oral, with reference to the subject matter of this Agreement are
hereby superseded.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year last written
below. By executing this Agreement, Vendor provides any assurances and/or certifications of compliance
required herein.
Vendor Certification:
By: ___________________________________
Date: __________________________
Name: ________________________________
Title: __________________________
Federal Identification Number: ______________________________
The Research Foundation for The State University of New York:
By:_______________________________________________
Kevin C. Wilcox, Associate Vice President and Controller
Research Foundation Delegate
Date:_________________________