SUBRECIPIENT

(CHECK IF APPLICABLE)

UNIVERSITY OF MAINE SYSTEM

SUBCONTRACT FOR SPECIAL SERVICES

THIS SUBCONTRACT is entered into by and between the University of Maine System, acting through the University of Southern Maine, College/Department, hereinafter referred to as the “University”, and the Name of the Subcontractor,hereinafter referred to as the “Subcontractor”.

WHEREAS, the University desires to have the Subcontractor perform certain work and services hereinafter described, and the Subcontractor desires to perform such work and services for the University; and,

WHEREAS, the work and services hereinafter described to be performed by the Subcontractor are directly related to the work and services to be furnished by the University under the project“Project Title”(Project # 6XXXXXX), funded by a(contract or grant)with theName of Sponsor,hereinafter referred to as the “Sponsor”

NOW, THEREFORE, for and in consideration of the payments, terms and conditions hereinafter set forth, the Subcontractor hereby agrees with the University to furnish all key personnel, facilities, materials and services and in consultation with the University, to perform the services, studies or projects hereinafter described in ATTACHMENT A: KEY PERSONNEL, BUDGET SUMMARY, SPECIFICATIONS OF WORK TO BE PERFORMED and SPECIAL TERMS AND CONDITIONS -which is hereby incorporated into this Subcontract for Special Services by reference.

TERMS AND CONDITIONS

  1. ADMINISTRATION. The designated administrator for the University for this subcontract is First name Last name, Project Director. All correspondence and reports should be directed to the administrator. In the event that this designee is unable to act in this capacity at any time because of illness or for any other reason before this subcontract is completed, the University shall appoint a successor to act in designee's stead.
  1. WORK ORDER CHANGES. The University may deem it necessary from time to time to order changes in the specifications of work to be performed. All such orders and adjustments shall be in writing and signed by all of the parties involved. Any requests for additional compensation arising from changes in the specifications of work to be performed by the Subcontractor must be made in writing and approved by the University before executing the work order changes.
  1. PERIOD OF PERFORMANCE. The period of performance shall be from Month day, yearthrough Month day, year. The Subcontractor shall complete the work no later than Month day, year, unless extended in writing by the University.
  1. TERMINATION. The performance of work under this subcontract may be terminated by either the University or the Subcontractor in whole, or, from time to time, in part whenever for any reason it is determined that such termination is in the best interest of any of the parties to this Subcontract. Such termination shall be effected by the terminating party delivering to their counterpart a "Notice of Termination" specifying the extent to which the performance of the work under the subcontract is terminated and the date on which such termination becomes effective. In case of early termination, payment of the subcontract shall be adjusted on a pro rata basis according to percentage of work completed or other agreed upon equitable basis to compensate for such termination.
  1. ALLOWABLE COSTS AND PAYMENTS. During the performance of this contract, the Parties agree as follows:

a)The University shall reimburse the Subcontractor for allowable costs incurred in performance of this Subcontract. Such reimbursement shall not exceed the amount and/or percentage referred to in RIDER A. Allowable costs shall be determined by cost principles applicable to the award made to the University by the Sponsor.

b)Reimbursements by the University to the Subcontractor shall be made within thirty (30) days of receipt of invoices from the Subcontractor. Invoices shall be submitted by the Subcontractor no more frequent than monthly and no less frequent than quarterly. Invoices shall show current and cumulative expenses incurred, for both reimbursable costs and contributed costs, by budget category, and shall be supported by an activity report which includes, tasks performed, individuals involved and time expended. Interim invoices should be sent within twenty (20) days after the end of the reporting period. The final invoice shall be submitted no later than thirty (30)days after the expiration date of the subcontract.

c)In the event that payments by the University include payment for costs subsequently disallowed by the University or an authorized agent of the Sponsors, through audit exceptions or by other review and control procedures, the Subcontractor shall repay on demand the amount of any such disallowed costs, subject to the Subcontractor's right to defend orally or in writing the allowability of any such costs to the University or to the Sponsors.

  1. AUDIT. The Subcontractor shall maintain appropriate accounting records sufficient to properly document costs claimed and incurred in the performance of this Subcontract and shall make such records available during regular business hours at the Subcontractor's normal place of business, upon request, to the University's or Sponsors' authorized agent for audit purposes. Said records shall be retained and kept available by the Subcontractor for a period of not less than three (3) years and the current year or until audit and resolution of any exceptions resulting therefrom, whichever occurs last from the expiration or termination of this Agreement. In compliance with federal regulations, all Subcontractors with a total in excess of $500,000 in Federal business in a one year period must forward to the University an annual external financial audit and an OMB Circular A-133 audit of the subcontract for each year of this Subcontract.
  1. REPORTS. All invoices, progress and/or technical reports, correspondence and related submissions from the Subcontractor shall be directed to the University's designee named above. The designee shall certify to the University when payments under the subcontract are due and the amounts to be paid. The designee shall make recommendations on all other claims of the Subcontractor, subject to the approval of the University.
  1. INDEPENDENT CAPACITY. The Subcontractor is an independent contractor of the University, not a partner, agent or joint venturer of the University and neither party shall hold itself out contrary to these terms by advertising or otherwise, nor shall either party be bound by any representation, act or omission whatsoever of the other.
  1. CONFLICT OF INTEREST. No officer or employee of the University shall participate in any decision relating to this contract which affects his or her personal interest in any entity in which he or she directly or indirectly has interest. No employee of the University shall have any interest, direct or indirect, in this contract or proceeds thereof
  1. BENEFITS AND DEDUCTIONS. The Subcontractor, its employees and its subcontractors, if any, are independent contractors for whom no Federal or State Income Tax will be deducted by the University, and for whom no retirement benefits, social security benefits, group health or life insurance, vacation and sick leave, Worker’s Compensation and similar benefits available to University’s employees will accrue. The parties further understand that annual information returns as required by the Internal Revenue Code and Maine Income Tax Law will be filed by the University with copies sent to Subcontractor. Subcontractor will be responsible for compliance with all applicable laws, rules and regulations involving but not limited to: employment, labor, hours of work, workers’ compensation, working conditions, payment of wages, and payment of taxes, such as unemployment, social security and other payroll taxes, including other applicable contributions from such persons when required by law.
  1. PUBLICITY, PUBLICATION, REPRODUCTIONAND USE OF SUBCONTRACT PRODUCTS OR MATERIALS. Unless otherwise provided by law or the University, title and possession of all data, reports, programs, software, equipment, furnishings and any other documentation or product paid for with University funds shall vest with the University. The Contractor shall at all times obtain the prior written approval of the University before it, any of its officers, agents, employees or subcontractors, either during or after termination of the Contract, makes any statement bearing on the work performed or data collected under this Contract to the press or issues any material for publication through any medium of communication. If the Contractor or any of its subcontractors publishes a work dealing with any aspect of performance under the Contract, or of the results and accomplishments attained in such performance, the University shall have a royalty free, non-exclusive and irrevocable license to reproduce, publish or otherwise use and to authorize others to use the publication.
  1. INSURANCE. During the term of this Subcontract, the Subcontractor shall maintain comprehensive general liability insurance, including contractual liability, and comprehensive automobile liability insurance, each in an amount of coverage of not less than $1,000,000 per occurrence, covering damages to both real and personal property, personal injury, bodily injury and death. University shall be named as an additional insured under any such policy, and Subcontractor shall provide proof of such insurance prior to the date of performance under this Subcontract. Such insurance certificate shall contain a statement that the insurance may not be canceled or materially changed without thirty days prior written notice to the University. Subcontractor shall provide worker’s compensation insurance coverage for its personnel as required by applicable law. In addition, Subcontractor shall require all of its subcontractors, if any, to provide insurance in accordance with this paragraph.
  1. LICENSING. Contractor shall secure in its name and at its expense all federal, state, and local licenses and permits required for operation under this Subcontract. Subcontractor shall, upon request, provide proof of such licensure or permit to the University prior to commencing work under this Contract.
  1. UNIVERSITY HELD HARMLESS. The Subcontractor agrees to indemnify, defend and hold the University, its trustees, officers, agents and employees harmless from and against any and all claims, damages, lawsuits, judgments and expenses, including reasonable attorney’s fees, that the University may become liable to pay or defend as the result of publication, translation, reproduction, delivery, performance, use or disposition of any data furnished by the Subcontractor under this subcontract, or based on any libelous or other unlawful matter contained in such data, or as a result of the negligent acts or omissions of the Subcontractor, its employees, agents and subcontractors , arising out of or in connection with the performance of Subcontractor’s obligations under this subcontract, except nothing in this section shall require the Subcontractor to indemnify the University for any liability arising out of the University’s own negligence.
  1. EQUAL OPPORTUNITY. Subcontractor shall not discriminate and shall comply with applicable laws prohibiting discrimination on the basis of race, color, religion, sex, sexual orientation,including transgender status or gender expression,national origin or citizenship status, age, genetic information, disability, or veteran status.
  1. CONFIDENTIALITY. The Subcontractor shall comply with all laws and regulations relating to confidentiality and privacy including, but not limited to, any rules or regulations of the University.
  1. GENERAL PROVISIONS. This Subcontract is subject to the general and special terms and conditions as set forth in the University's award from the Name of Sponsor which is incorporated herein, and shall be governed by the laws of the State of Maine as to interpretation and performance.
  1. ASSIGNMENTS. This subcontract may not be assigned in whole or in part without the written approval of the University.
  1. ORDER OF PRECEDENCE. In the event of any inconsistencies in this Subcontract, unless otherwise provided herein, inconsistencies shall be resolved by giving precedence in the following order:

a) Special Terms and Conditions, Attachment A.

b) General Provisions, Article 17 (above).

c) The Subcontract, Articles 1. through 23.

  1. AMENDMENT. This Subcontract may be amended only in writing and signed by both the University and the Subcontractor.
  1. VALIDITY. In the event one or more clauses of this Subcontract are declared invalid, void, unenforceable or illegal, that shall not affect the validity of the remaining portions of this Subcontract.
  1. FORCE MAJEURE.Neither party shall be liable to the other or be deemed to be in breach of this Contract for any failure or delay in rendering performance arising out of causes beyond its reasonable control and without its fault or negligence. Such causes may include, but are not limited to, acts of God or of a public enemy, fires, flood, epidemics, strikes, embargoes or unusually severe weather. Dates or time of performance shall be extended to the extent of delays excused by this section provided that the party whose performance is affected notifies the other promptly of the existence and nature of such delay.
  1. ENTIRE AGREEMENT. This Subcontract contains the entire agreement of the parties, and neither party shall be bound by any statement or representation not contained or incorporated herein.
  1. WORK PRODUCT. Subcontractor and University intend this to be a subcontract for services and each considers the products and results of the services to be rendered by Subcontractor hereunder (the “Work”) to be a work made for hire. Subcontractor acknowledges and agrees that the Work (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of University. If for any reason the Work would not be considered a work made for hire under applicable law, Subcontractor does hereby sell, assign, and transfer to University, its successors and assigns, the entire right, title and interest in and to the copyright in the Work, and in and to all works based upon, derived from, or incorporating the Work, and in and to all rights corresponding to the foregoing throughout the world.

[If this Subcontract is NOT funded in whole or in part with Federal funds, AND this subcontract is NOT in an amount greater than or equal to $150,000, the following clause should be deleted.]

25.WISTLEBLOWER RIGHTS. Contractor Employee, Subcontractor, and Subgrantee Whistleblower Rights and Requirement To Inform Employees of Whistlerblower Rights (Sep 2013)

(a) This subcontract and individuals working on this subcontract will be subject to the whistleblower rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41 U.S.C. 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112–239) and FAR 3.908 (

(b) The Subcontractor shall inform its employeesand individuals working on this subcontract in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. 4712, as described in section 3.908 of the Federal Acquisition Regulation.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts over the simplified acquisition threshold of $150,000.

IN WITNESS WHEREOF, the Subcontractor and the University of Maine System, by their representatives duly authorized, have executed this Subcontract.

FOR THE SUBCONTRACTOR:FOR THE UNIVERSITY:

Name of Subcontractor Official / Date / Name of Dean or Designee / Date
Address / College or Department
City, State, Zip Code / University of Southern Maine

Contractor ID # 123-45-6789

If greater than or equal to $10,000, by:If greater than or equal to $50,000, by:

Tamara L Blair Kirk / Date / William Gabrielson / Date
Research Service Center / Chief Procurement Officer
University of Southern Maine / University of Maine System

Chartfield Combination # XXXXXXX – XX – XXXXXXX - XXXXX – XX

Please note the contract/subcontract is not valid or legally binding until a University purchase order has been issued for the effective dates and the total amount of the contract/subcontract. The vendor should not start work associated with the contract/subcontract until the University purchase order has been received.

The University encourages the employment of individuals with disabilities.

Rev 011514

ATTACHMENT A – FOLLOWS

ATTACHMENT A

TO SUBCONTRACT FOR SPECIAL SERVICES BETWEEN

THE UNIVERSITY OF MAINE SYSTEMand

Name of subcontractor

I.KEY PERSONNEL. The Subcontractor's designated key person(s) for the duration of the performance of this subcontract is/are as follows:

First name Last name

Key personnel under this subcontract are designated at all times for worker's compensation and every other purpose to be employees of the Subcontractor and not of the University. Changes in key personnel shall require the University's prior written approval. Such changes may cause the University to deem it necessary to order changes in the specifications of work to be performed, make adjustments to the budget, extend or terminate the Subcontract.

II.SPECIFICATIONS OF WORK TO BE PERFORMED. The Subcontractor's specifications of work to be performed are described in Rider A.

  1. BUDGET SUMMARY AND PAYMENTS. The University will provide up to $XX,XXXin performance with this Subcontract as detailed on Rider B.

[note: the following sentence is mandatory only for projects that include federal funds and may be deleted if not applicable]:

As this project is funded, in whole or in part, with Federal Funds via theName of Federal Agencyunder Grant Number XXXXX / Title, and C.F.D.A. Number XX.XXX / Program, the availability of funds is contingent upon the execution and continuation of thatagreement with the University of Southern Maine for the period of this Subcontract.

Payments will be made within 30 days of receipt of an approved itemized invoice. Final invoices must be submitted no later than thirty (30) days following expiration of Period of Performance.

IV.SPECIAL TERMS AND CONDITIONS.

The Following Riders are also included with this Agreement (check those that apply)

Rider C –Standards for Safeguarding Information OR Business Associate Agreement
Rider D –Federal Funding Accountability and Transparency Act (FFATA)
Subawardee Information Form
Rider E – Financial Conflict of Interest

[If confidential information is involved, check Rider C and include the appropriate Rider C based on the type of confidential information]

[If this agreement is NOT funded through a Federal award, or is NOT in excess of $25,000, or does NOT involve a subrecipient (vs. a vendor) relationship do not check Rider D]