Independent Consultant Agreement - Cornell University

T HIS AGREEMENT is made by and betwee n Cor nell UNIVERSITY, Ithaca, New York 14850, a not-for-profit educational
corporation, ("Cornell") and ___________________________________
____________________________________________________________________________ (
For good and valuable consideration, the parties agree as follows:
1. G
eneral Purpose. The gen eral pur pose of thi s Agreement is to engage the services of Consultant to
________________________________________________________________________________________. The s urr ounding
facts and circumstances are more fully set forth in the attach ed Schedules A (Statement of Work), B (Timetable of Deliverables), C
(Compensation and Billing Authorization), D (Consult ant’s Per sonne l), and incorporated herein.
2. General Duties o f Consultant. Consultant shall perform in con formance with the attached schedules A, B, C, and D
incorporated herein, and in confo rmance with professional standards for perfor min g servic es of a similar ki nd. Cornell will assi gn a
representative ("Cornell's Representative"), as named in the attached Schedule A. Only directives from Cornell's Representative
shall be reco gnized b y Consultant. The work to be performed by Consultant shall be performed by the personnel listed in Exhibit D.
Contractor may not replace or reassign such personnel without the prior written consent of Cornell. If any such personnel leave
Contractor's employ, Contractor shall replace personnel with a person having at least equivalent experience and qualifications.
Cornell shall have the right to review and approve such replacement personnel.
3. Timetable. The timetable of deliverables set forth in the attached Schedule B shall be adhered to unles s suc h period is otherwise
extended by Cornell. Consultant shall be responsible to Cornell for any damage caused by the failure by Cons ultant to comply with
the timetable.
Independent C onsu ltant.
In t he p er formance of the work here under, C onsult ant shal l be an indepe nde nt co nsul tant and not a n
e mploye e of Cornell. Consulta nt is not an a gent of, or authorized to transact business, enter into agreements, or otherwise make
commitments on behalf of Cornell unl ess expr essly a uthoriz ed in writi ng by an of fi cer of Cornel l . Contractors engaged through
Consultant will be as employ ees of Consultant and not as em ployees or agents of Cornell.
Co rnell will not pay or wit hhold fed e r a l, state,
or local income tax or other payroll tax of any kind on behal f of Consultant or his employe es.
Consultant is not eligible for, not entitled to, and shall no t participate in an y of Cornell's pens ion, health, or other benefit pla ns .
Consultant is re sponsible for the p ayment o f all r e quired pa yr oll taxes, whether fed e ral, state, or local in nature, including b ut no t
limited to income taxes, Soc ial Sec urity taxe s, Federa l Unemployment Compensation taxes, and any other fees, charges, licenses, o r
payments re quired by la w. C onsultant indemnifies C or nell and holds i t harmless against an y fines, damages, asses sments, or at torney
fee s in the event a court or administ ra tive agency shal l find that Consultant, or contractor(s) engaged thro ugh Consul tant, is an
e mploye e of Cornell.
5. C
onfidentiality. All data a nd information sub mitted or made a vailable to Co nsultant by Cornell o r any ot her perso n, unless
otherwise publicly availa ble, and a ll data and information, and other work developed by Consultant under this Agreement, shall be
utilized by Cons ultant in co nnec tion with thi s Agreement only and shall no t be made availab le by Cons ultant to an y o ther person.
6. Ownership.
(a) C ornell shall own all data, infor mation, and other wor k developed or obtained by Consultant pursuant to this Agreement.
(b) Cornell shall at all times have access to review the ongoing work of Consultant or purposes of inspecting same and determining
tha t work is be i ng pe rformed in accordance with the ter ms of this agree me nt.
(c) Immediatel y upon termination of this Agreement for any reason, all such data, information, and other work, in whate ver form,
shal l be tur ned ove r to Cornell.
(d) For purposes of this Agreement any copyrightable work ("Wor k") developed in the course of perfo rmance under this Agreement
shall be deemed "work made for hire" under federal copyright law and all o wnership rights to such Work belong to Cornell.
(e) Should s uch W ork not con s titute a "work made fo r hire" und er co pyright l aw, Cons ultant hereby grants , transfe rs, assigns, and
conveys t o Cor nell a nd its s uccessors and assigns, the entire right, t itle, and inte rest in the Work or any part t hereo f, including but
not li mited to the right to repr oduce, prepare der ivative works, d istr ibute by sale, lic ense or other transfer; to perform pub lic ly, to
display and to secure copyrights or patents and renewal s, reissues, and extensions of any such copyrights or patents in the United
States o f America or any fo reign count ry.
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Attach to Requisition or Purchase Or der Revised: J uly 24, 2015
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