(this “Agreement”) is
made by and between Cornell University, a New York not-for-
behalf of its _____________________________________________________________ (“College/Unit”),
and _____________________________________________________________________
:
and provide the deliverables or
“Statement of Work” :
(Statement of Work), (
), , and
with the
kind as
the are listed in
p
_____________, 20___________________, 20_____
4
__________________
-
of properly
Cornell may make to or other
-/2024
2
ayable
oto Cornell promptly , if
days the
forty- days the
then all payments
nell with
-
7 ,
material, books,
or made available to by Cornell or by
11, is granted a limited, non-transferrable, non-
-
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9
s response to an e-
an
9
-
an ass
9
t
legal steps (
9 If is served on Cornell to then
s possession
10
below)
Agreement
n solely for
to
non-in a manner that is the
Notwithstanding the foregoing,
not apply to that
manner not Agreement
is a party; (b) was known to
or and in good faith made available to
-/2024
4
third persons
Ithen
provided that
in order to permit Cornell to obtain, at its own
that it or If
or on
behalf of Cornell to
he terms of this Agreement; work performed and
11
deliverables,
interests in
does
of the Work,
b,
, of the same
Notwithstanding the foregoing, owns and shall retain ownership to all of its pre-
-
-/2024
--
-free, any
into or any
-
e
-party owned assets in the deliverables -Party Assets”),
-
d
-Cornell may
-
No
n-infringement Warranty
provided
has no reason to believe that any
provision of
1
3
thirty (30)
Either party
the following reasons:
(
i) non- of the Agreement
days
(ii) a
if, , a Cornell employee
and/or Cornell
the performing
, or
this In this She terms “family
interest” have the same meaning as in the
(iii) the
other party
of the property of the other party
obligated to provide Cornell with
-/2024
1 shall release, defend, indemnify, and hold harmless Cornell and its
or
yee of
1
shall
,
-
if any
Professional iability
-
3 All S
or any of its
- non-
-/2024
7
17
behavior of any kind If violates any of these or otherwise engages in behavior on
Cornell Cornell, or for any other reason in
CornellCornell
1 shall provide to Cornell
19 of the Cornell name,
or programs
20
erm of this Agreement,
party -site
relevant
data,
with the performan
determines that an on-thirty (30) days
ny
thirty (30) days
following
or delay
-/2024
21
to
“”
e
agrees to abide by the
,
Cons
to agree
Promptly following the
termi to Cornell
Cornell the
provided by Cornell
2
2
ornell and the
en the
d
shall not
-/2024
9
24 A its
beyond that
-g the
-
-
A Party seeking to rely on this provision shall (i)
, (ii)
Ender this
Agreement, and (iii) promptly provide n
Event to the other Party
or delay within
shorter
period
2
,
addresses above for
2 the later of the two dates of
27
2 Party warrants that: (a) it has the
29 In the event that any provision of this Agreement is held to be invalid, illegal, or
, then that provision
the remaining provisions of this
30 may not assign, transfer, or delegate any of or all of its rights or
hange of ontrol, merger,
-/2024
10
31
p
p
a nder or in
will New York or the
32 , and
Any terms or
statement of work,
-
(, )
-/2024
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erm maintain the following
’:
“”
For
the
:
-
Agreement-
red
Coverage shall not
contain exclusions for claims related to (New York) labor law. Consultant must expressly hold
harmless, defend and indemnify Cornell as an addional insured for any suits referencing or
seeking recovery under New York Labor Law §§ 200, 240, 240(1), 241, 241(6) and any related
secons, and their insurance cerficate or accompanying leer from an authorized
representave must specifically state the same.) m
:
-
(Cornell requires limits of $5,000,000 for any bus charter-related services. Aircra or watercra
travel that is not a cketed event (e.g., charters) requires higher insurance limits and pre-
approval from Cornell Risk Management and Insurance.)
: -
any ai
:
the
agrees to waive on behalf of itself and
-/2024
-2
:
erm of this Agreement and at least three (3) years following its
-
: (
:
:
a: (based
-made basis and non-
the erm of this Agreement, the
for at least a two--
-/2024
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in this
,
,
or foreign law
or on behalf of
however, the
and/ from
--to-
-- and
informa
seven
)
-
4
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dee
Non-
alleging
pate
non-infringing
; obtain
7
state,
--
-- -
by law
,
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9
is
PCI-
10
eb
-
-nt
will make reasonable
rminate the
provide
-
11 In the event of ,
Cornell to allow for a
Cornell shall provide
Cornell then an agreed
period or
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OF
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of
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In
__________________________________________________
__________________________________________________
Print Name: __________________________________________________
__________________________________________________
Phone: __________________________________________________
Email: __________________________________________________
Address: _______________________________________________________________
__________________________________________________
__________________________________________________
Email: ______________________
Address:
__________________________________________________
