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Independent Contractor Definitions

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Amendments
No amendments to this Contract shall be effective unless it is signed by authorized representatives of both parties and complies with all other regulations and requirements of law.

Assignment by Contractor and Subcontracting
The Contractor shall not assign or in any way transfer any interest in this Contract without the prior written consent of the Institution, nor shall Contractor subcontractor any services without the prior written approval of the Institution.

Choice of Law
This Contract shall be construed under and governed by the laws of the Commonwealth of Massachusetts. The Contractor agrees to bring any federal or state legal proceedings arising under this Contract in which the Federal or State Government or the Institution is a party, in a court of competent jurisdiction within the Commonwealth of Massachusetts. This paragraph shall not be construed to limit any other legal rights of the parties.

Compliance with Laws and Indemnification of the Institution
The Contractor shall comply with all applicable laws, rules, regulations, ordinances, orders or requirements of the Commonwealth and any governmental authority relating to the delivery of the services specified in this Contract. The Institution may require the Contractor to pay fines, penalties, and damages that may arise out of or may be imposed because of , the Contractors breach or failure to comply with the provisions of this Contract. Unless otherwise provided by law, the Contractor shall indemnify and hold harmless the Institution, its agents, officers and employees against any and all liability, loss, damages, penalties, costs or expenses for real or tangible personal property which the Institution may sustain, incur or be required to pay, resulting from, arising out of, or in connection with the services performed or delivered under this Contract by reason of acts, inaction s, omissions, negligence, reckless or intentional misconduct of the Contractor, its agents, officers, employees or subcontractors provided that the Contractor is notified of any claim within a reasonable time after the Institution becomes aware of such claim, and the Contractor is afforded an opportunity to participate in the defense of such claim. In such event, no negotiated settlement agreement shall be binding on the Contractor without the Contractors concurrence.

Confidentiality
The Contractor shall comply with all laws and regulations relating to confidentiality and privacy as defined by M.G.L. c.66A, including but not limited to any rules or regulations of the Institution.

Conflicts of interest
No trustee, officer or employee of the Institution, or members of their immediate families, shall participate in any decision relating to this Contract which affects their personal interest or the interest of any corporation, partnership, or association in which they are directly or indirectly interested, as forth in Institution policy. No trustee, officer or employee of the Institution shall have any interest, direct or indirect, in this Contract, or the proceedings thereof.

Contractors certification
Contractor certifies that this Contract is in full compliance with all applicable regulations and requirements of law, as set forth herein. Contractor further certifies under the penalties of perjury, that pursuant to M.G.L. c.62C, s. 49A, that the Contractor has filed all state tax returns, paid all taxes and complied with all laws of the Commonwealth relating to taxes; and that pursuant to M.G.L. c.151A, s.19A(b), has complied with all laws of the Commonwealth relating to contributions and payment in lieu of contributions to the Employment Security System; and with all laws of the Commonwealth relating to Workers Compensation, c. 152. The Contractor also represents that they are qualified to perform the described services and has obtained all requisite licenses and permits, as may be required, to perform those services. By signing below, Contractor certifies under the penalty of perjury that the name and address given is the Contractors legal name and address and the Social Security Number or Taxpayer Identification Number indicated is the Contractors true SSN or TIN.

Entire Agreements
The parties understand and agree that this Contract and attachments (if any) supersede all other verbal and written agreements and negotiations by the parties relating to the services under this Contract.

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 control and without its fault or negligence. Such causes may include, but are not limited to, acts of God of or a public enemy, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes or unusually severe weather. Dates or times 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.

Funding
Appropriations for expenditures by agencies of the Government and authorizations to spend for a particular purpose are ordinarily made on a calendar year basis. The obligations of the Institution under this Contract for the present or any subsequent year following the calendar year in which this Contract is executed are subject to the appropriation to the Institution funds sufficient to discharge the Institution's obligation which accrues in this or any subsequent year. In the absence of such appropriation or authorization, this Contract shall be terminated immediately upon the Contractors receipt of notice to said effect without liability for damages, penalties, or other charges arising from early termination. Expenditures for Contracted services that will extend beyond a single year shall not exceed in any year the amount appropriated and authorized of said year. The Contractors yearly costs, as contained herein, may not exceed the amount appropriated for said year.

Nondiscrimination in Employment and Affirmative Action
The Contractor shall not discriminate against any qualified employee or applicant for employment because of race, color, national origin, ancestry, age, sex, religion, physical or mental handicap, or sexual orientation. The Contractor agrees to comply with all applicable Federal and State statutes, rules and regulations prohibiting discrimination in employment including, but not limited to: Title VII of the Civil Rights Act of 1964; the Age Discrimination in Employment Act of 1967; Section 504 of the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; and M.G.L. c.151B, which relates to unlawful discrimination and sexual harassment in the workplace.

Notice
Unless otherwise specified in an attachment hereto, any notice hereunder in shall be in writing addressed to the persons and addresses indicated below.

Obligations in the event of termination
  • Upon termination, all finished or unfinished documents, data, studies and reports prepared by the Contractor pursuant to this Contract shall become the property of the Institution.
  • The Institution shall promptly pay the Contractor for all services performed to the effective of termination, subject to indemnification provision of clause 18 hereof and subject to offset sums due the Contractor against sums owed by the Contractor to the Institution.
Political activity prohibited, Anti-Boycott Warranty
The Contractor may not use any Contract funds and none of the services to be provided by the Contractor may be used for any partisan political activity or to further the election or defeat of any candidate for public office. During the term of this Contract, neither the Contractor nor any controlled group, within the meaning of s.993 (a) (3) if the Internal Revenue Code, as amended, shall participate in or cooperate with any internal boycott, as defined in s.999(b) (3) and (4) of the Internal Revenue Code of 1954, as amended.

Publicity, publication, reproduction and use of Contract products or materials
Unless provided otherwise by law or the Institution, title and possession of all data, reports, programs, software, equipment, furnishings and any other documentation of product paid for with Institution funds shall rest with the Institution at the termination of the Contract. The Contractor shall, at all times, obtain the prior written approval of the Institution 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 Institution shall have a royalty-free non-exclusive and irrevocable license to reproduce, publish and otherwise use and to authorize others to use the publication. The Contractor shall use reasonable means to inform the public that the Institution provides financial support for its operations an services by explicitly stating on publicity material, stationery, posters and other written materials, and on its premises the following: "This program is supported in part (in full) by the Woods Hole Oceanographic Institution."

Record keeping, audit and inspection of records
The Contractor shall maintain books, records, and other compilations of data relating to the requirements of the Contract to the extent and in such detail as shall properly substantiate claims for payment under the Contract. All such records shall be kept for a period of six (6) years or for such longer period as is specified herein. All retention periods start on the first day after final payment under this Contract. If any litigation, claim, negotiation, audit or other action involving the records is commenced prior to the expiration of the applicable retention period, all records shall be retained until completion of the action and resolution of all issues resulting therefrom, or until the end of the applicable retention period, whichever is later. The Federal grantor agency, the Institution, or any of their duly authorized representatives or designees shall have the right at reasonable times and upon reasonable notice, to examine and copy, at reasonable expense, the books, records, and other compilations of data of the Contractor which pertain to the provisions and requirements of this Contract. Such access shall include on-site audits, reviews and copying of records.

Termination
The Contract may be terminated without cause by either party by giving written notice to the other at least thirty (30) calendar days prior to the effective date of termination stated in the notice. If Contractor fails to fulfill their obligations, the Institution may terminate this Contract by giving written notice to the Contractor at least seven (7) calendar days before the effective date of termination stated in the notice. The notice shall state the circumstances of the alleged breach and may state a period during which the alleged breach may be cured, which cure shall be subject to approval by the Institution.

Waivers
All conditions, covenants, duties and obligations contained in this Contract can be waived only by written agreement. Forbearance or indulgence in any form or manner by a party shall not be construed as a waiver, nor in any way limit the legal or equitable remedies available to that party.

Last updated: April 18, 2014
 


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