Contract Template
Apereo Foundation
Professional Services Agreement
Effective Date: [DATE ENGAGEMENT BEGINS: MONTH DAY, YEAR]
Agreement between
The Apereo Foundation
9450 SW Gemini Dr PMB 98572
Beaverton, OR 97008-7105
USA
Primary Contact: Patrick Masson
Email: ed@apereo.org (patrick.masson@apereo.org)
Tel: +1 (970) 462-7766
and
[NAME OF COMPANY/PERSON]
[BUSINESS ADDRESS OF COMPANY/PERSON]
Primary Contact: [PRIMARY CONTACT FOR COMPANY/PERSON]
Email: [EMAIL FOR PRIMARY CONTACT]
Tel: [TELEPHONE FOR PRIMARY CONTACT]
THIS PROFESSIONAL SERVICES AGREEMENT is entered into by and between the Apereo Foundation and [NAME OF COMPANY/PERSON] ("Contractor") under the following terms and conditions as specified below. This agreement supersedes all previous service agreements.
- Status of Contractor. [NAME OF COMPANY/PERSON] is an independent contractor, not an employee or agent of the Apereo Foundation. No employee relationship is created by this Agreement. In its capacity as an independent contractor, Contractor agrees to and represents the following:
- Contractor has the right and does fully intend to perform services for third parties during the term of this Agreement.
- Contractor has the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed.
- Contractor has the right to perform the services required by this Agreement at any place or location and at such times as Contractor may determine.
- Contractor has the right to hire assistants as subcontractors or to use employees to provide the services required by this Agreement.
- The services required by this Agreement shall be performed by Contractor, or Contractor’s employees or contract personnel, and Apereo Foundation shall not hire, supervise, or pay any assistants to help Contractor.
- Neither Contractor nor Contractor’s employees or contract personnel shall receive any training from Apereo Foundation in the professional skills necessary to perform the services required by this Agreement.
- Neither Contractor nor Contractor’s employees or contract personnel shall be required by Apereo Foundation to devote full time to the performance of the services required by this Agreement.
The parties acknowledge and agree that Apereo Foundation is entering into this Agreement with reliance on the representations made by Contractor relative to its independent contractor status.
- Performance of Services. Contractor agrees to perform the services for the Apereo Foundation that are detailed in Exhibit A: Project Assignment, attached to this Agreement and incorporated into it.
- Term. The term of this Agreement is for the period [START DATE OF AGREEMENT] to [END DATE OF AGREEMENT] ([TOTAL DURATION OF AGREEMENT]).
- Fee. The Apereo Foundation shall pay the contractor [U.S. DOLLAR AMOUNT] per hour for [NUMBER OF HOURS] per week spread over the contractual period (a notional [NUMBER OF TOTAL HOURS] over [NUMBER OF TOTAL WEEK IN AGREEMENT] weeks). This will be invoiced in monthly amounts of [MAXIMUM DOLLAR AMOUNT] per month for each month of the contract, both parties recognizing the mutual benefit of predictability.
- Extensions: Any extensions to this contract is subject to approval in advance by the Apereo Board. Effort spent above work estimate without such approval will be at the Contractor's discretion and will not result in additional compensation.
- Invoicing period. Contractor will invoice the Apereo Foundation at the conclusion of each Monthly work period. Each invoice will be subject to review by an appropriate manager at the end of the work period and passed for payment. The Apereo Foundation agrees to pay against these invoices within 30 days of receipt of said invoice, unless the invoice is disputed.
- Taxes. Contractor shall be solely responsible for payment of and shall indemnify and hold the Apereo Foundation harmless from all taxes payable as a result of the compensation earned pursuant to this Agreement, including, but not limited to US Federal and State income taxes, self-employment taxes, Social Security and Medicare, and taxes in the Contractor's jurisdiction of residence. Apereo Foundation expressly states that it will not withhold FICA (Social Security and Medicare taxes) from Contractor’s payments or make FICA payments on Contractor’s behalf.
- Vacation, sick pay, etc. Contractor is not entitled to vacation, sick pay, health benefits, or any fringe benefits. Consistent with Contractor's status as an independent contractor, the Apereo Foundation shall not provide Contractor with an individual or group health insurance policy or any related insurance coverage in connection with Contractor 's performance pursuant to this Agreement.
- Worker’s Compensation. Apereo Foundation shall not obtain worker’s compensation insurance on behalf of Contractor or Contractor’s employees. If Contractor hires employees to perform any work under this Agreement, Contractor will cover them with worker’s compensation insurance and provide Apereo Foundation with a certificate of worker’s compensation insurance before the employees begin work.
- Unemployment Compensation. Apereo Foundation shall make no state or federal unemployment compensation payments on behalf of Contractor or Contractor’s employees or contract personnel. Contractor will not be entitled to these benefits in connection with work performed under this Agreement. If a Contractor files a petition for and receives unemployment compensation, the total amount of unemployment compensation awarded to and received by Contractor shall be deducted from and be an offset against the amount of compensation due and payable to Contractor by Apereo Foundation under this Agreement.
- Expenses. Contractor's project-related travel expenses are not included in the fee and will be administered and paid separately under a separate budget. All project-related travel is subject to the prior approval of the Chair of the Board of Directors of the Apereo Foundation.
- Office, administrative costs, and materials. Contractor is responsible for all office and administrative costs, and materials used to provide the services required by this Agreement, including office space, telephone, network connectivity, personal computer, printer, and occasional administrative personnel support.
- Warranty. Contractor warrants that all Services provided under this agreement shall be performed in a professional manner for comparable work in similar situations. Neither the Apereo Foundation nor Contractor shall be liable to the other or to any third party for any damages of any sort, including lost profits, alleged to arise out of the material breach of this Agreement.
- Termination. Either party may terminate this Agreement, with or without cause, upon 30 days prior written notice to the other. Termination of this agreement shall not affect the Apereo Foundation's obligation to pay for services previously performed by Contractor or expenses reasonably incurred by Contractor for which Contractor is entitled to reimbursement under sections 4 (‘Fee’) and 11 (‘Expenses’).
- Intellectual and Physical Property. The Apereo Foundation promotes the design and development of collaborative, open source software that supports education, research and other scholarly activities. Contractor services will be governed by current Apereo Foundation practices respecting the ownership and management of intellectual property as specified below.
- For purposes of this Agreement, Contractor services shall mean code, documentation or other original works of authorship, including any modifications or additions to an existing work, that is intentionally submitted by Contractor to the Project for inclusion in, or documentation of, any of the products owned or managed by the Apereo Foundation
- Portions of original works submitted by Contractor but created by others shall be considered the contributions of others. For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to the Project, the Apereo Foundation or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, content and social collaboration systems and issue tracking systems that are managed by, or on behalf of, the Apereo Foundation for the purpose of designing, developing, discussing and improving the Project, but excluding communication that is conspicuously marked or otherwise designated in writing by Contractor as "Not a Contribution."
- Contributor license agreement. Contractor agrees to sign an Apereo Foundation Contributor License Agreement ("CLA") that is used to clarify the intellectual property license granted with Contributions from any person or entity. CLA terms and conditions are specified independently of this Agreement and remain in effect should this Agreement be terminated either following expiration of the term of this Agreement or as specified in section 14 “Termination”.
- Corporate contributor license agreement. If the contractor owns or otherwise represents a business entity conducting business under the terms of this Agreement, said business entity must agree to sign or otherwise execute an Apereo Foundation Software Grant and Corporate Contributor License Agreement ("CCLA") in order to permit said business entity to submit Contributions to the Project and the Apereo Foundation, to authorize Contributions submitted by its designated employees to the Project and to grant copyright and patent licenses thereto. CCLA terms and conditions are specified independently of this Agreement and remain in effect should this Agreement be terminated either following expiration of the term of this Agreement or as specified in section 14 (‘Termination’).
- Confidentiality of Data. Contractor shall treat all data received from either the Apereo Foundation or academic institutions working with Contractor during the term of this Agreement with the highest degree of confidentiality and in compliance with all applicable federal and state laws and regulations and university policies.
- Security. Contractor shall employ commercial best practices for ensuring the security of all electronic and paper data accessed, used, maintained, or disposed of during the course of Contractor's services under this Agreement. Contractor shall only use such data for the purpose of fulfilling its duties under this Agreement and shall not disclose such data to any third party without the prior written consent of the Apereo Foundation or as otherwise required by law.
- Return of materials. Contractor shall deliver to the Apereo Foundation all materials including but not limited to documents, books, manuals, lists, records, publications or other writings, keys, credit cards, equipment, computers, data, software and all other items that came into Contractor's possession in connection with this Agreement immediately upon demand and in any event upon cessation or termination of this Agreement.
- No Assignment or Delegation. Contractor may not assign, delegate, or transfer this agreement without the prior written consent of the Apereo Foundation and any prohibited assignment, delegation, or transfer will be null and void.
- Indemnification and Hold Harmless. Contractor shall indemnify and hold harmless the Apereo Foundation, its officers, agents and employees from any and all claims, losses, costs, damages, liability and expenses (including costs of defense, settlement, and reasonable attorney's fees) in connection with claims or suits for damages of any sort alleged or claimed to have been caused, by or as a result of the services of this Agreement by Contractor, whether through negligence or willful act.
- Attorney's Fees. If any legal action is necessary to enforce or interpret this Agreement (including, but not limited to, all trial, appellate and bankruptcy proceedings), Apereo Foundation will be entitled to reasonable attorney's fees and expenses in addition to any other allowable relief.
- Governing Law; Severability; Arbitration. This Agreement will be governed by and enforced under Michigan law (without reference to conflict of law principles). Contractor and the Apereo Foundation hereby consent to the sole and exclusive jurisdiction of the federal and state courts located in Michigan with respect to any litigation between the parties arising out of this Agreement. If a court of competent jurisdiction finds any provision of this Agreement to be unenforceable for any reason, the remainder of this Agreement will continue in full force and effect.
- Disputes Resolution. Any and all disputes, controversies, or claims arising out of or in connection with or relating to this Agreement, or any breach or alleged breach thereof, and any claim that Apereo Foundation violated any state or federal statutes, common-law doctrine, or committed any tort with respect to Contractor shall, on the request of either party, be submitted to and settled by arbitration in the State of Michigan pursuant to the rules, then in effect, of the American Arbitration Association (or at any other place or under any other form of arbitration mutually acceptable to the parties involved). This Agreement to arbitrate shall be specifically enforceable under the prevailing arbitration law. Notice of the demand for arbitration shall be filed, in writing, with the other party to this Agreement within a reasonable time after the claim, dispute, or other matter in question arose where the party asserting the claim should reasonably have been aware of it, but in no event later than the applicable Michigan statute of limitations. Cost of arbitration shall be shared equally by the parties, provided that each party shall pay for and bear the cost of his or her own experts, evidence, and attorney fees. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction to do so.
- Complete Understanding; Modification. This Agreement constitutes the full and complete understanding and agreement of the parties relating to the subject matter of this Agreement and supersedes all prior understandings and agreements relating to this subject matter. Any waiver, modification, or amendment of any provision of this agreement will be effective only if in writing and signed by the parties.
- No Partnership or Joint Venture. This Agreement does not create a partnership relationship or a joint venture. Contractor does not have authority to enter into contracts on Apereo Foundation’s behalf.
- Notices. All notices or other communications required or permitted to be given to a party to this Agreement shall be in writing and shall be (a) personally delivered; (b) sent by registered or certified mail, postage prepaid, return receipt requested; (c) sent by an overnight express courier service that provides written confirmation of delivery to Apereo Foundation and to Contractor at the address shown below under Contractor’s signature; or (d) sent by electronic mail the address given below for each party. Each such notice or other communication shall be deemed given, delivered, and received on its actual receipt, except that if it is mailed in accordance with this paragraph, then it shall be deemed given, delivered, and received on the delivery date or the date on which delivery is refused by the addressee, in either case, in accordance with the U.S. Postal Service’s return receipt. Any party to this Agreement may give a notice of a change of its address to the other party(ies) to this Agreement.
- Apereo Foundation’s electronic mail address for notices: ed@apereo.org
- Contractor’s electronic mail address for notices:
[EMAIL FOR PRIMARY CONTACT]
- Effective Date. This Agreement does not take effect until the Apereo Foundation has received a signed Individual Contributor License Agreement ("CLA") and, if applicable, a signed Software Grant and Corporate Contributor License Agreement ("CCLA") as specified in sections 16, and 17.
Apereo Foundation
By /s/
[NAME OF EXECUTIVE DIRECTOR]
Its: Executive Director, Apereo Foundation
Dated: [DATE SIGNED]
CONTRACTOR:
By /s/
[NAME OF COMPANY/PERSON]
[ADDRESS OF COMPANY/PERSON]
Dated: [DATE SIGNED]
Apereo Foundation
Exhibit A: Project Assignment
Apereo Foundation: [POSITION TITLE]
Terms: [START DATE OF AGREEMENT] to [END DATE OF AGREEMENT] ([TOTAL DURATION OF AGREEMENT])
Program Manager: [PERSON RESPONSIBLE FOR MANAGEMENT OF CONTRACTOR, RELATED SERVICES, AND APPROVAL/ACCEPTANCE OF WORK]
Email: [EMAIL FOR PROGRAM MANAGER]
Tel: [TELEPHONE FOR PROGRAM MANAGER]
Services and Deliverables to be provided.
[LIST AND DESCRIBE ALL RESPONSIBILITIES, ROLES, ACTIVITIES, PROJECTS, SERVICES, ETC., TO BE UNDERTAKEN BY CONTRACTOR]
Milestones and Milestone Dates for Completion of the Services and Delivery of the Deliverables.
[LIST AND DESCRIBE EACH OUTPUT OR DELIVERABLE TO BE PROVIDED BY CONTRACTOR AND THE REEVANT DATES EACH IS DUE TO BE DELIVERED]
Acceptance Criteria.
Work delivered will be approved and accepted by [NAME OF PROGRAM MANAGER AND/OR OTHER RECOGNIZED APEREO AGENT(S)].
Acceptance Procedure.
[DESCRIBE HOW THE SERVICES PERFORMED AND/OR DELIVERABLES PROVIDED WILL BE APPROVED BY APEREO FOUNDATION AND/OR PROGRAM MANAGER]
Any activity that may result in a charge to the Apereo Foundation, in-line with the scope of work, but not specifically included (e.g. consulting, planning, research, meetings, fees, travel, etc.), must first be verified and approved by [NAME OF PROGRAM MANAGER AND/OR OTHER RECOGNIZED APEREO AGENT(S)].
Upon completion of any approved activities, the consultant will provide a detailed invoice with applicable receipts to [NAME OF PROGRAM MANAGER AND/OR OTHER RECOGNIZED APEREO AGENT(S)], via Apereo Accounting email (accounting@apereo.org) reporting the activities undertaken, the purpose of the activities and the costs (billable hours, reimbursements, etc.) associated with the work.
Payment of Fees.
[THE BELOW IS MIRRORS ITEM 4, “FEES” FROM THE ASSOCIATED PROFESSIONAL SERVICES AGREEMENT]
The Apereo Foundation shall pay the contractor [U.S. DOLLAR AMMOUNT] per hour for [NUMBER OF HOURS] per week spread over the contractual period (a notional [NUMBER OF TOTAL HOURS] per week for [NUMBER OF TOTAL WEEK IN AGREEMENT] weeks). This will be invoiced in equal monthly amounts of [MAXIMUM DOLLAR AMOUNT] per month for each month of the contract, both parties recognizing the mutual benefit of predictability.
The fee includes work on Project Assignment conducted independent of location, but excludes pre-authorized expenses (see “Expenses” below).
Prior to submitting any payment for Services described herein, Consultant shall provide the Company with a completed and properly executed IRS (Form W-9, Form W-8BEN-E, W-8BEN, or 8233).
Payment terms are 30 days.
Expenses.
Company will reimburse Consultant for the following expenses incurred in connection with this Project Assignment upon receipt of proper documentation of those expenses from Consultant: Travel, meal and lodging expenses; fees related to memberships, registrations etc.
NOTE: This Project Assignment is governed by the terms of a Professional Services Agreement in effect between Company and Consultant. Any term in this Project Assignment that is inconsistent with that agreement is invalid.
IN WITNESS WHEREOF, the parties are signing this Project Assignment as of the later date below (superseding any prior Exhibit A).
Apereo Foundation
By /s/
[NAME OF EXECUTIVE DIRECTOR]
Its: Executive Director, Apereo Foundation
Dated: [DATE SIGNED]
Contractor:
By /s/
[NAME OF COMPANY/PERSON]
[ADDRESS OF COMPANY/PERSON]
Dated: [DATE SIGNED]
Last updated on wiki 2024-11-22 based on "Contract Template 202108:FINAL"