The University of North Carolina at Greensboro

The University of North Carolina at Greensboro

CONTRACT FOR PERSONAL SERVICES

The University of North Carolina at Greensboro ("UNCG") and [full name of the contractor]("Contractor"), whose address and phone number are listed under Contractor's signature at the end of this contract, for the respective considerations and conditions set forth below, mutually enter into this contract upon full execution, as follows:

Check one of the following as appropriate for paragraph 1. The checked box represents the selected language valid for this contract:

☐1. SERVICES AND TERM. Contractor shall [describe in detail the personal services to be provided]as directed by [UNCG name and position that will oversee or supervise the services]. The parties acknowledge that Contractor has a unique combination of abilities to bring to this project that are not available to the UNCG staff.

The services described above shall commence on ______and be completed by ______(the “term”).

☐1. SERVICES AND TERM. Contractor shall provide the following personal services as directed by [UNCG position that will oversee or supervise the services]:

a. [Describe phase one personal services],
b. [Describe phase two personal services],
c. [Describe phase three personal services], etc.

The services described above shall commence on ______and be completed by ______(the “term”).

NOTE to 1: If a document will be attached to the contract to describe the services to be provided, the following box will be checked and applies to Paragraph 1:

☐Attachment 1 to this Contract, [name of document], is incorporated by reference into this Contract as if fully set out, to provide additional description of the personal services to be provided.

2. WARRANTY OF SERVICES. Contractor warrants that Contractor is in the business of providing personal services as described in paragraph 1, above, and is fully able to perform the work in accordance with the highest professional standards and will perform the agreed assignments within such times and in the form agreed to herein. Nothing herein shall prevent Contractor, during the period of this contract, from seeking and accepting other contracts from other sources to provide similar services.

Select one to match the selected Paragraph 1, above. The checked box represents the selected language valid for this contract:

☐3. COMPENSATION. In consideration of the services rendered by Contractor, UNCG agrees to pay Contractor at the rate of $[amount]per [hour, day, etc.]to a maximum of [contract amount spelled out]dollars ($[contract amount in numerals]) in a [one-time or monthly]payment, upon satisfactory completion of the services designated in paragraph 1., above, and upon receipt of an itemized statement of prior services rendered.

☐3. COMPENSATION. In consideration of the services rendered by Contractor, UNCG agrees to pay Contractor a maximum of [contract amount spelled out]dollars ($[contract amount in numerals]) according to the following schedule:

a. $[amount] upon satisfactory completion of services described in subsection a. of paragraph 1, above.
b. $[amount] upon satisfactory completion of services described in subsection b. of paragraph 1, above.
c. $[amount] upon satisfactory completion of services described in subsection c. of paragraph 1, above, etc.

Payment will be made upon receipt of an itemized statement of prior services rendered.

Use one of the following as appropriate for Paragraph 4. The checked box represents the selected language valid for this contract:

☐4. EXPENSES. Contractor is responsible for personal travel, meals, lodging, and such other expenses as Contractor may incur in the fulfillment of this contract.

☐4. EXPENSES. UNCG will reimburse Contractor for such personal travel and lodging, consistent with state regulations concerning travel expense reimbursement, as Contractor shall incur in the performance of this contract upon receipt of a copy of Contractor's receipts; provided, however, that the maximum payments due Contractor for expenses shall not exceed $[amount]for transportation to and from the contract site, $[amount]per day for car rental ([number of days]days maximum), and $[amount]per night for lodging ([number of days]days maximum). Contractor is responsible for all other expenses Contractor may incur in the fulfillment of this contract. Commuting travel will not be paid.

5. COPYRIGHT OWNERSHIP. It is expressly understood and agreed that the copyright(s) in any tangible work-product and tangible expression (“Work”) created pursuant to this contract, at whatever state of completion, shall be owned by UNCG, as the creator/author of the Work, as a "work for hire" as defined in 17 USC § 101, and/or by specific assignment of all interests in the Work by execution of this contract. It is further agreed that the physical Work is owned by UNCG, and it may use the Work in any manner, and Contractor waives all future rights, including the rights of attribution and integrity.

6. CONFIDENTIAL INFORMATION. Any information, data, instruments, documents, studies, reports or deliverables given to or prepared or assembled by the Contractor under this Agreement shall be kept as confidential proprietary information of the University and not divulged or made available to any individual or organization without the prior written approval of the University. Such information, data, instruments, documents, studies, reports or deliverables will be the sole property of the University and not the Contractor.

7. WAIVER OF PERFORMANCE BOND. Because satisfactory performance is required prior to payment under this contract, a performance bond otherwise required of Contractor by regulations of the State of North Carolina is waived.

8. INSURANCE. Contractor shall furnish all workers’ compensation, liability insurance, and other insurance as may be required to protect Contractor and the State of North Carolina from claims that may result from the performance of this contract.

9. ASSIGNMENT. Due to Contractor's unique capabilities, this contract is for personal services and may not be assigned. Nothing shall prevent contractor from hiring, without liability to UNCG, such assistance as Contractor deems necessary to complete this contract.

10. USE OF CONTRACT FOR ADVERTISING. Contractor may not use this contract for advertising purposes without the prior written approval of UNCG.

11. USE OF NAMES AND MARKS. Contractor will not use the marks or names of UNCG for any purposes without prior written approval of UNCG.

12. GOVERNING LAW; EXCLUSIVE JURISDICTION. This contract shall be governed, construed, and enforced by the laws of the State of North Carolina (excluding any conflict of laws provisions of the State of North Carolina which would refer to and apply the substantive laws of another jurisdiction). Any suit or proceeding shall be brought in a court of competent jurisdiction in Guilford County, North Carolina. Contractor consents to the exclusive personal jurisdiction and venue of the courts located in North Carolina.

13. TERMINATION. UNCG may cancel this contract upon 10 days prior written notice for any reason, provided that Contractor shall be paid for satisfactory services rendered under this contract prior to the effective date of its cancellation.

14. AVAILABILITY OF STATE FUNDS. This contract is subject to the availability of state funds of North Carolina to pay amounts due under this contract.

15. COMPLIANCE WITH STATE AND FEDERAL LAWS. The parties shall comply with all applicable federal and State laws including, but not limited to, non-discrimination and disability laws. Notwithstanding the foregoing, if Contractor will have access to student data, then Contractor agrees herein UNCG is an educational institution subject to the Family Educational Rights and Privacy Act (“FERPA”), 20 U.S.C. Section 1232[g], et seq., and that in the performance of its work hereunder, it acknowledges that it will have access to student information. Contractor warrants and represents that it (i) is familiar with the requirements of FERPA and the United States Department of Education regulations promulgated thereunder, (ii) will not use or allow access to personally identifiable information from education records, except in accordance with the requirements established by UNCG; (iii) will not use education records for any purpose other than the purposes contracted hereunder; and (iv) shall ensure compliance with such requirements by itself and any of its contractors or sub-contractors.

16. ENTIRE AGREEMENT. This contract states the entire agreement between the parties as of the date of the final signature below in respect to the subject matter of the agreement and supersedes any previous written or oral representations, statements, negotiations, or agreements.

17. NO AGENCY OR EMPLOYMENT RELATIONSHIP. This contract shall in no way be interpreted as creating an agency, joint venture, partnership, or other legally recognizable partnership entity, or employment relationship between the parties.

18. SEVERABILITY. If any part of this contract is held to be in violation of any law, the provisions held to be invalid shall be of no force and effect, but all of the other provisions of this Agreement shall continue to be binding on the parties.

19. MODIFICATION IN WRITING. This contract may be modified only by written amendment executed by the authorized representatives of both parties.

20. SURVIVAL. The provisions of Sections 5, 12, and 21 shall survive termination of this Contract.

21. INDEMNIFICATION. Contractor hereby agrees to indemnify, defend and hold harmless the State of North Carolina, the Board of Governors of North Carolina, UNCG, its Trustees, officers, employees, agents and all successors of the above named entities, from all claims, actions, causes of action, demands, rights, damages, costs, sums of money, accounts, covenants, contracts, promises, attorneys’ fees and all liabilities or obligations of any kind or nature whatsoever at law, in equity, or otherwise, arising out of or relating to this Agreement.

22. DISCLOSURE OF SOCIAL SECURITY NUMBER. Contractor agrees to list Contractor’s Social Security Number at the end of this Contract. This number will be used for tax reporting and administrative purposes. The disclosure for the first use is mandatory; disclosure for the last use is voluntary.

23. NOTICES. All notices shall be hand delivered, sent by private overnight mail service, or sent by registered or certified U.S. mail and addressed to the party to receive such notice at the address given below, or such other address as may hereafter be designated by notice in writing:

If to the University: Richard Fleming

Director of Purchasing

Post Office Box 26170

Greensboro, North Carolina 27402-6170

or

1100 West Market St

Greensboro, North Carolina 27412

If to the Contractor:______

______

______

______

24. NOTICE FOR FORMER STATE EMPLOYEES NOW RETIRED AND RECEIVING STATE RETIRMENT SYSTEM BENEFITS.

Legal restrictions on State retirees returning to work for a state entity, even as an independent contractor, pose risks that retirees not following the law will lose his/her retirement benefit, and will have to repay benefits already received. Under the new definition of "retirement," a newly retired State employee is only eligible to receive his/her retirement benefit from State Retirement, when that person has: 1) completely separated from active service with "no intent or agreement, express or implied, to return" to State work; and 2) not performed work of any kind for the State, including "part-time, temporary, substitute, or contractor service," during the first six months after the date of the retirement.

Earnings limits for State retirees are also in place. The formation of a corporation, in and of itself, does not exempt retired employees from the earnings cap provided under the retirement statute. If the corporation is formed for the purpose of providing services to a State employer, the employees are made up primarily of State retirees and would render service to State employers based on a contract; then this does not meet the test for being exempt from the earnings restrictions. Even though the agreement or contract is with the corporation, the individual beneficiary is rendering service to a former or associated employer. Any money received as compensation pursuant to that contract would count as part of the State retirees' re-employment earnings under N.C.G.S.135-3(8)c. On the other hand, if a retired member leaves the State and goes to work for an established corporation that 1) has multiple employees who are not predominately former State employees, and 2) the corporation provides contract services to multiple employers that are not Public agencies, then those earnings would not be subject to the earnings restrictions.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective authorized representatives.

THE UNIVERSITY OF NORTH CAROLINA AT GREENSBORO:

By: ______

Name: ______

Title: ______

Date: ______

CONTRACTOR:

Name: ______

Address: ______

______

Telephone #: ______

SSN: ______

Date: ______

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