SERVICES AGREEMENT
Services Agreement between the University of Baltimore, hereinafter referred to as "UB" and ______, hereinafter referred to as “Sponsor”.
WHEREAS, the work contemplated by this Agreement is of mutual interest and benefit to UB and to Sponsor, and will further the instructional and research objectives of UB in a manner consistent with its status as a non-profit, tax-exempt, educational institution,
NOW, THEREFORE, the parties hereto agree as follows:
1. STATEMENT OF WORK. UB agrees to use reasonable efforts to perform the scope of work described in Appendix A of this Agreement. If Appendix A is not attached the approved proposal is incorporated herein by reference.
2. PRINCIPAL INVESTIGATOR. UB's Principal Investigator for the project is ______, a faculty member at UB. If, for any reason, s/he is unable to continue to serve as Principal Investigator and a successor acceptable to both UB and Sponsor is not available, this Agreement will be terminated as provided in Article 8.
3. PERIOD OF PERFORMANCE. This Agreement will be effective from ______through ______. The work described in Appendix A will be conducted during the effective period of this Agreement. The term of this Agreement may be extended by mutual written agreement of the parties.
4. CONSIDERATION. This is a fixed price Agreement. Payments will be made in accordance with the payment schedule attached to this Agreement. Total payment for work performed under this agreement will not exceed $______without written authorization from Sponsor.
5. INVOICES. Invoices should be sent to:
______
______
______
______
ATTN: ______
6. PAYMENT. Payment will be made to:
University of Baltimore
PO Box 2016
Baltimore, Maryland 21203
EIN (Federal ID) #52-6002033
All checks should reference UB's Principal Investigator and the title of the project as well as the invoice number and UB project number, when available.
7. INDEMNITY/INSURANCE. Sponsor indemnifies, defends and holds UB, its officers, agents and employees, harmless from any liability resulting from the use by Sponsor of the data and results provided to Sponsor by UB under this Agreement. Sponsor warrants that it maintains a policy or program of insurance or self-insurance at levels sufficient to support the indemnification obligations assumed herein.
UB and its officers and employees acting within the scope of their employment by UB have tort liability coverage to the extent provided by the Maryland Tort Claims Act, Title 12, Subtitle 1, State Government Article, Annotated Code of Maryland. In order to initiate an action under the Act, the claimant must submit a written claim to the Treasurer of the State of Maryland or a designee of that office within one year after the injury to the person or property that is the basis of the claim.
8. TERMINATION. This Agreement may be terminated by either party upon 30 days written notice to the other party. Upon termination, UB will be reimbursed for all costs and non-cancelable commitments incurred in the performance of the project, such reimbursement not to exceed the total consideration specified in Article 4.
9. CONFIDENTIALITY. UB agrees to use reasonable efforts to hold in confidence any and all written confidential, proprietary and otherwise non-public information received from Sponsor during the course of work under this Agreement, and designated as proprietary by Sponsor (“Confidential Information”). UB further agrees not to disclose Confidential Information to third parties, and to use Confidential Information only during the term of this Agreement and only for the purpose of this Agreement. The obligation to hold Confidential Information in confidence will apply to all such information except that which:
a. is or becomes public knowledge through no fault of UB;
b. was in possession of UB before receipt from Sponsor, such possession being documented prior to the date of such receipt;
c. is lawfully received from a third party; or
d. must be lawfully disclosed under the laws of the State of Maryland or the United States of America.
The obligation to hold Confidential Information in confidence will survive the termination of this Agreement, but will terminate at the end of 5 years after the termination of this Agreement.
10. PUBLICITY. Neither party will use the name of the other party, its divisions, its products or its investigators, employees or students in connection with any products, publicity, promotion, or advertising without the prior written permission of the other party.
11. NOTICES. Any notices required to be given or which will be given under this Agreement will be in writing delivered by first class or electronic mail addressed to the parties as follows:
UNIVERSITY OF BALTIMORE SPONSOR
______
______
______
______
______
With a copy to:
Margarita M. Cardona, MS, CRA
Director of Sponsored Research
University of Baltimore
1420 N. Charles Street
Baltimore, Maryland 21201
12. WARRANTIES. UB makes no warranties, express or implied, as to any matter whatsoever, including, without limitation, the condition of the research, of any invention(s) or product(s), whether tangible or intangible, conceived, discovered, or developed under this Agreement; or the ownership, merchantability, or fitness for a particular purpose of the research or any such invention or product. UB shall not be liable for any direct, consequential, or other damages suffered by any licensee or any others resulting from the use of the research or any such invention or product. The provision of this clause shall survive termination of the Agreement.
13. FORCE MAJEURE. UB will not be liable for any failure to perform as required by this Agreement, to the extent such failure to perform is caused due to circumstances reasonably beyond UB's control, such as labor disturbances or labor disputes of any kind, accidents, failure of any governmental approval required for full performance, civil disorders or commotions, acts of aggression, acts of God, energy or other conservation measures, explosions, failure of utilities, mechanical breakdowns, material shortages, disease, or other such occurrences.
14. ASSIGNMENTS. This Agreement may not be assigned by either party without the prior written consent of the other party.
15. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State of Maryland.
16. INDEPENDENT CONTRACTOR. UB and Sponsor are not (and nothing in this Agreement may be construed to constitute them as) partners, joint venturers, agents, representatives or employees of the other, nor is there any status or relationship between them other than that of independent contractors. Neither party has any responsibility nor liability for the actions of the other party except as specifically provided in this Agreement. Neither party has any right or authority to bind or obligate the other party in any manner or make any representation or warranty on behalf of the other party.
17. ENTIRE AGREEMENT. This Agreement, together with the attached Appendices, embodies the entire understanding between UB and Sponsor for this project, and any prior or contemporaneous representations, either oral or written are hereby superseded. No amendments or changes to this Agreement, including without limitation, changes in the statement of work, total estimated cost, and period of performance, will be effective unless made in writing and signed by authorized representatives of the parties.
UNIVERSITY OF BALTIMORE SPONSOR
By: By:
______
Margarita M. Cardona, MS, CRA Name: ______
Director of Sponsored Research Title: ______
Date: ______Date: ______
3-17-10 Version 1