Professional Services Agreement

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PROFESSIONAL SVR AGR
this Agreement, the foregoing principals may not be replaced nor may their responsibilities be
substantially reduced by Contractor without the express written approval of ATN.
4.2 Contract Officer.
The Contract Officer shall be such person as may be designated by the Executive Director of
ATN, and at the initiation of this Agreement, the Executive Director shall be Contract Officer. It shall be
the Contractor’s responsibility to assure that the Contract Officer is kept informed of the progress of the
performance of the services and the Contractor shall refer any decisions which must be made by ATN to
the Contract Officer. Unless otherwise specified herein, any approval of ATN required hereunder shall
mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all
documents on behalf of ATN required hereunder to carry out the terms of this Agreement.
4.3 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Contractor, its principals and
employees were a substantial inducement for ATN to enter into this Agreement. Therefore, Contractor
shall not contract with any other entity to perform in whole or in part the services required hereunder
without the express written approval of ATN. In addition, neither this Agreement nor any interest
herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by
operation of law, whether for the benefit of creditors or otherwise, without the prior written approval
of ATN. In the event of any such unapproved transfer, including any bankruptcy proceeding, this
Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor
of any liability hereunder without the express consent of ATN.
4.4 Independent Contractor.
Neither ATN nor any of its employees shall have any control over the manner, mode or means
by which Contractor, its agents or employees, perform the services required herein, except as otherwise
set forth herein. ATN shall have no voice in the selection, discharge, supervision or control of
Contractor’s employees, servants, representatives or agents, or in fixing their number, compensation or
hours of service. Contractor shall perform all services required herein as an independent contractor of
ATN and shall remain at all times as to ATN a wholly independent contractor with only such obligations
as are consistent with that role. Contractor shall not at any time or in any manner represent that it or
any of its agents or employees are agents or employees of ATN. ATN shall not in any way or for any
purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint
venturer or a member of any joint enterprise with Contractor.
5.0 RECORDS AND REPORTS
5.1 Reports.
Contractor shall periodically prepare and submit to the Contract Officer such reports concerning
the performance of the services required by this Agreement as the Contract Officer shall require.
Contractor hereby acknowledges that ATN is greatly concerned about the cost of work and services to
be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor
becomes aware of any facts, circumstances, or events that may or will materially increase or decrease
the cost of the work or services contemplated herein, Contractor shall promptly notify the Contract
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