Standard Subcontract Agreement Template
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facts use agreements and sample subsidized research contract an information Use settlement (DUA) is a legally binding settlement between the tuition of Nevada, Reno (tuition) and an external entity (e.g., one other academic institution, inner most company, federal or state agency) which governs the terms through which statistics derived from analysis is shared with that exterior entity, primarily where own identifiable statistics is subject to legal privacy legal guidelines and rules. The contract delineates the confidentiality necessities of the criminal authority governing the privacy of the information, protection safeguards, and the university’s data use policies and procedures. The DUA serves as both a means of informing facts users of these necessities and a method of obtaining their contract to abide through these requirements. moreover, the DUA serves as a control mechanism for monitoring the region of the school’s data and the explanation for the release of the statistics. note: The time period "facts" is used within the widest feel and contains numeric data info and qualitative materials corresponding to interview transcripts, diaries,and container notes. analysis statistics might also consist of audio and video codecs, geospatial counsel, biometrics, net websites and records archives (including these accessible online). For simplification, the entity soliciting for the facts is stated as the records Recipient, and the entity featuring the facts is observed because the data issuer. DUAs specify the conditions to be used and disclosure of information with the aid of facts suppliers and statistics Recipients. information Use contract template DUAs for human analysis activities a knowledge Use (or substances switch) settlement is required when school or Affiliate investigators are planning analysis that involves sharing information/specimens with an external entity (whether as provider or Recipient) when the records/specimens will comprise included in my view Identifiable information (covered PII) or protected health tips. rules concerning the privacy of fitness assistance ( HIPAA privateness Rule) allow restricted statistics sets for use and disclosure of blanketed health tips for research, public fitness or fitness care operations. fundamental investigators who need to share information/specimens containing protected PII or included hi ought to adhere to the following: The PI must work with the workplace of subsidized initiatives to put together and execute the necessary research settlement (settlement).
The PI ought to include the completely completed settlement when submitting her/his assignment for IRB assessment or exempt decision.
The PI need to ascertain, by means of the agreement, that the statistics/specimen company (whether university or exterior PI) complied with federal necessities for recommended consent and HIPAA for the use of the data/specimens as described within the settlement.
The PI ought to verify, via the agreement, that the statistics/specimens aren’t shared except IRB approval or exempt determination is finalized.
The PI should make certain that the individuals receiving the statistics/specimens are educated on the terms of the agreement involving use of the facts/specimens, boundaries for disclosure, safeguards for confidentiality, reporting necessities and necessities for subcontractor agreements.
IRB approval The records Recipient is accountable ensuring requirements for IRB approval are met for the proposed uses of the statistics set. The information issuer may also request documentation of IRB approval before finalizing the contract. requirements for counseled consent The records provider is responsible for making certain necessities for recommended consent for the proposed makes use of of the statistics set are met or waived as follows: For lively stories, if the proposed uses of the data had been addressed in the consent method for research participation, additional action is not fundamental.
For active stories, if the proposed uses of the records had been now not addressed in the consent process for analysis participation, an amendment to describe the consent technique or request a waiver of the consent system for the brand new makes use of may well be required.
For reports that have closed, contact research Integrity to focus on options.
finishing a brand new Negotiation once a new Negotiation list is open, complete the following fields and store: Negotiation details thought No wonderful concept quantity choosing an Institute inspiration. this is selected upon entering Negotiations and is not an editable box. Negotiation popularity shows at what stage the negotiation is in. alternatives are: Negotiation – Pending: This popularity indicate that the list requires consideration from a SPS Contract Analyst to evaluate or negotiate the routing contract. Prior Approval – Pending: This repute indicated that the list is processing via SPS post-Award. Prior Approvals, No cost Extensions, and awards utilize this fame. not Funded: This checklist become linked to an Institute idea listing that has been now not Funded with the aid of the Sponsor. fully done: This repute shows that all required signatures have been acquired on the agreement. This does not indicate that the record has been awarded though. Please view the exercise feedback to determine if awarded. Void: This repute suggests that it has been determined that the listing turned into created in error and has been voided from the gadget. Negotiator The Negotiator to whom the contract is assigned. they are chosen from a search of all college personnel. start Date This date is gadget generated because the date the negotiation is at first created. here is no longer an editable box. Doc Folder This box enables for alternative/typing of a listing path for storage of connected digital info. agreement class See agreement varieties predicted Award Date not utilized at Purdue region, place Receipt Date now not utilized at Purdue PI, notion classification, Sponsor, Contract Admin, Lead Unit, and Title These fields are non-editable suggestions fields in negotiations. they’re maintained on the proposal listing. If a "t-number" is created these fields are maintained on the "t-quantity" until the negotiation is linked with an specific suggestion. once the negotiation is linked these felds exchange to the tips on the idea and the counsel that had been on the "t-number" isn’t any longer lively as a negotiation checklist. custom statistics Go to Edit > custom facts or hit Ctrl+D. right here reveal will appear: Account manager click on the magnifying glass and choose from a complete listing of Purdue individuals. Due Date here’s an not obligatory container that can be utilized to list a date that the doc is due. common Template here’s a sure or absolute confidence. turned into this contract Purdue’s normal Template structure? This especially pertains to Industrial Templates. buy Order terms and prerequisites
1. conventional The items and/or functions furnished via supplier and covered via the buy Order are governed by way of all of the phrases and stipulations set forth herein. 2. Definitions As utilized in these phrases and conditions, right here terms shall have the meanings set forth below: Drexel shall suggest Drexel school and its subsidiaries, associates, employees and brokers, including the Academy of herbal Sciences of Drexel tuition. seller shall imply any service company or entity from which Drexel is paying for goods and/or features pursuant to a purchase Order. purchase Order shall imply the document from Drexel to vendor identifying the items and/or features. settlement shall suggest the purchase Order mixed with these terms and stipulations. items shall suggest the goods, substances, gadget or products furnished by using the supplier and to be purchased through Drexel. services shall mean the features furnished by way of supplier to be bought by Drexel. site shall suggest any place owned, leased or in any other case controlled by using Drexel the place capabilities are to be carried out. Deliverables shall imply all substances developed, generated or produced by way of supplier pursuant to this contract. Pre-current substances shall imply any pre-existing patented, copyrightable or trademarked pictures, writings, or different proprietary materials. HIPAA shall imply the medical health insurance Portability and Accountability Act of 1996 as amended, together with the fitness suggestions know-how for financial and scientific health Act (HITECH) and implementing rules, including the Omnibus closing Rule (Omnibus Rule). statistics Breach shall suggest unauthorized entry, use, loss or disclosure of delicate tips blanketed under federal and state legal guidelines together with devoid of trouble HIPAA and state data breach notification acts. delicate counsel shall imply individually identifiable suggestions. confidential information shall mean assistance that a party possesses or to which such celebration has legal rights, as an instance, third birthday celebration exclusive assistance in such birthday party’s lawful possession and includes, but isn’t limited to, affected person assistance, sensitive counsel, programs configurations and security, technical methods and formulas, source and object code, product designs, fees, rates and selling rate and other unpublished monetary tips, product and enterprise plans, marketing records, the terms and conditions of this settlement, files, copies of documents, records, summaries, experiences and all different suggestions of every kind, even if oral, digital or written. three. fee bargain terms should comply with all applicable legal guidelines and regulations, ought to take delivery of at time of purchase, and need to be stated on the invoice. bargain time might be calculated from the date of performance of the carrier, delivery of the items, or from receipt of the correct invoice, whichever is later. apart from as in any other case supplied in the settlement, (a) Drexel shall now not be liable for any shipping, managing, gasoline surcharges or equivalent prices, and (b) fee can be net 45 days from the date of delivery, or date of receipt of proper invoice, whichever is later. 4. Tax Exemption Drexel is a tax-exempt organization below section 501(a) and 501(c)(3) of the inner profits Code of 1986, as amended, and under applicable laws of the Commonwealth of Pennsylvania. seller shall take all moves required to cause the provision and buy of items and/or services below this settlement to be treated as a tax-exempt transaction, and in no adventure shall Drexel be liable for any income, use, property, gross receipts, excise, or an identical taxes levied against any events hereto. 5. transport costs until the agreement expressly states in any other case, all items will likely be shipped FOB: the "Ship to" area unique in the purchase Order. risk of loss shall not pass to Drexel until the goods referred to as for during this agreement even have been acquired and permitted with the aid of Drexel at the destination precise herein. supplier assumes full responsibility for packing, crating, marking, transportation and legal responsibility for loss and/or harm even if Drexel has agreed to pay freight, express or other transportation fees. 6. Acceptance This settlement, when accredited with the aid of the supplier, shall constitute the entire settlement between Drexel and the vendor and shall no longer be altered, amended, or canceled without the prior written approval of the Drexel school Procurement Agent. Acceptance of this contract must be made on the actual terms of this contract, and such acceptance is expressly made conditional on these accurate terms, and if the vendor’s written response (or quote) includes extra or diverse terms, such phrases are hereby objected to, such response will constitute a counter present, and no contract shall come into existence devoid of Drexel’s specific written consent. by using transport the items ordered herein, via acknowledging receipt of the buy Order, or via starting up performance of the services ordered herein, dealer consents to the terms and conditions of sale set forth on this settlement. If any of those phrases and prerequisites don’t seem to be ideal, dealer should so notify Drexel instantly in writing surroundings forth the motive(s) and any proposed edit. 7. assurance supplier warrants that every one goods furnished hereunder have to be of respectable pleasant and free from liens and defects in material or workmanship and need to conform to the requisites, requisites, drawings and different descriptions furnished or specific via Drexel and to all warranties imposed below the Uniform industrial Code (UCC) as in drive in Pennsylvania. No disclaimer of any assurance might be legitimate. 8. appropriate of Inspection All goods can be acquired subject to Drexel’s inspection within an inexpensive time after receipt; however neither Drexel’s inspection nor failure to investigate cross-check or reject shall relieve the dealer of any responsibility hereunder. If, prior to closing acceptance, any features furnished are discovered to be incomplete, or no longer as particular, Drexel can also reject them, require supplier to relevant them without charge, or require delivery of such capabilities at a discount in cost it really is equitable below the circumstances. If vendor is unable or refuses to proper such gadgets inside a time Drexel deems within your means, Drexel might also terminate the agreement in whole or partly. dealer will bear all hazards as to rejected functions and, apart from any costs for which vendor can also develop into susceptible to Drexel below different provisions of the agreement, vendor will reimburse Drexel for all transportation fees, other linked fees incurred, or payments to supplier in accordance with the phrases of the agreement for unaccepted functions and substances and resources incidental thereto. dealer agrees to procure all integral enables or licenses and abide by using all relevant legal guidelines, laws and ordinances of the region the place the capabilities are offered. 9. Delays If birth or completion dates cannot be met, vendor shall automatically inform Drexel. Such be aware shall no longer, despite the fact, represent a change to the birth or completion phrases of this contract until Drexel modifies this agreement in writing. If any goods don’t seem to be received or if any aspect of the functions is not accomplished by way of the date particular, Drexel, at Drexel’s alternative and with out prior word to dealer, may additionally both approve a revised date or might also cancel this agreement and might attain such items or functions somewhere else and in both adventure, the dealer will likely be liable to Drexel for any resulting loss incurred with the aid of Drexel. dealer’s sole cure for a prolong brought about by using Drexel will likely be an extension in the time for seller’s performance equal to the period of Drexel’s lengthen. Neither party shall be answerable for damages resulting from failure to carry or comprehensive, or for delays in beginning or completion occasioned by strikes, lock-outs, fires, wars or acts of God. TIMING OF birth AND/OR efficiency OF THE WORK IS THE ESSENCE OF THIS settlement. 10. legal responsibility dealer will be answerable for all loss, harm or harm to person or property as a consequence of the supplier’s breach of any of the warranties relating the items or services, or on account of any defects in the material, or workmanship of spoke of items or capabilities, even if in combination with different materials or in any other case. furthermore, Drexel shall have, with none obstacle whatsoever, all rights and treatments afforded by using the UCC with admire to any breach of assurance or the terms of this settlement, together with, with out obstacle, the rights of revocation and rejection. NO challenge OF liability, DAMAGES OR treatment will probably be valid. 11. Indemnity seller concurs to indemnify, guard and grasp innocent Drexel, its associates, trustees, officers, personnel, different participants of its body of workers, sufferers, college students, subcontractors and agents (each and every an "Indemnified birthday party") from and towards any and all claims, losses, liabilities, costs, penalties, fines and different costs (together with without difficulty low-budget attorneys’ charges and any costs an Indemnified birthday party incurs in notifying people of a knowledge Breach brought about by means of dealer) regardless of via whom such claim or claims could be asserted, on account of, or concerning, the acts or omissions of seller or its personnel, other members of its body of workers, administrators, trustees, officers, subcontractors or agents, in reference to the obligations and obligations below this contract, including without issue, intellectual property infringement, very own harm, property hurt and statistics Breach, that can result without delay or in some way from the use, possession or possession of the items or from the services provided by using dealer pursuant to the settlement. seller acknowledges that the indemnity granted to Drexel by using this agreement includes indemnification for claims introduced through personnel of seller in opposition t Drexel. within the adventure that such a declare is made by an worker of dealer, dealer has the same opinion to waive the immunity that the employees’ Compensation Act provides to employers in opposition t indemnity claims by using events akin to Drexel or the another Indemnified party. 12. Assigned Personnel; personality of services seller will deliver the services as an unbiased contractor and furnish all gadget, personnel and material enough to provide the services expeditiously and effectively, right through as many hours per shift and shifts per week, and at such locations as Drexel may additionally so require. dealer will devote best its most suitable-certified personnel to work below the settlement. may still Drexel inform vendor that anyone offering the features is not working to this common or fails to meet different Drexel standards, seller will automatically eradicate such personnel from presenting features and he or she will not again, devoid of Drexel’s written permission, be assigned to give capabilities. At no time will seller or supplier’s employees, sub-contractors, agents, or assigns be considered personnel of Drexel for any goal, together with but no longer limited to laborers’ compensation provisions. 13. assignment / Subcontracting seller may additionally not assign or switch this contract no matter if in total or part by using merger, operation of legislations or in any other case with out prior written consent of Drexel. Drexel may additionally withhold its consent for any purpose in anyway or for no cause. seller shall not, except within the case of raw materials, castings, forgings or rough welded structures, or usual industrial items, or apart from as otherwise agreed in writing with the aid of Drexel, delegate or subcontract the work on any merchandise of fabric or provider to be delivered or carried out below this agreement. 14. Termination Drexel may additionally terminate this settlement via written note, in total or in part, at any time for any or no purpose devoid of incurring legal responsibility to supplier for misplaced gains, or every other charges or damages, aside from the proportionate cost of the buy price for capabilities accomplished on web page or goods delivered. price due might be a percentage of the buy price equal to the percentage of the services accomplished and/or any unit prices in the buy price unique for goods delivered. seller’s warranties and dealer’s liability for defective or non-conforming work or items, as well as Sections 9, 10, eleven, 21, 22, 30 and 31(h) shall live on termination and stay in full force and impact. 15. chapter within the event of any court cases in bankruptcy or insolvency by or against the supplier, or in the adventure of the appointment (with or without the vendor’s consent) of an assignee for the improvement of credit, or of a receiver, Drexel may also cancel this settlement for default. sixteen. alterations Drexel can also, from time to time, by way of written directions or drawings issued to the supplier, make alterations, challenge further guidance, require additional work, or direct the omission of work up to now ordered. If such changes affect the can charge of or the time required for performance of the settlement, Drexel and vendor will agree upon an equitable adjustment within the price and/or start phrases. The provisions of this settlement shall observe to all such written adjustments. seller may also now not make any adjustments to the agreement including, however now not confined to, adjustments in volume, forms of items and/or functions, delivery date, fee, or any other provision of the settlement without Drexel’s categorical written approval. 17. device machine furnished beneath this settlement need to agree to all federal, state and native codes and rules masking academic associations (or, if relevant, healthcare providers) in impact on the time of the purchase. 18. fair Labor requirements Drexel requires all carriers, where applicable, to meet the conditions of the fair Labor necessities Act (FLSA) of 1938, as amended, including a certificates of compliance with that Act, if requested. 19. OSHA products shall meet and be in compliance with, the present relevant prescribed requirements of the federal Occupational defense and health Act of 1970 in effect on the date of any settlement. 20. cloth security information Sheets supplier is required to furnish a fabric safeguard records Sheet ("MSDS") as required by using law. The MSDS need to be despatched with the product and a duplicate issued to the Drexel institution, office of Environmental health and safeguard, four hundred N. thirty first highway, Philadelphia, PA 19104. 21. coverage vendor, at its personal charge and fee, shall reap and preserve in drive right through the term of this agreement, right here assurance coverage: commercial conventional legal responsibility assurance all on an incidence foundation in an amount a minimum of $1,000,000 per prevalence restrict for bodily damage and property damage, $1,000,000 very own and advertising injury; $2,000,000 time-honored combination; $2,000,000 products/completed operations mixture. coverage is to consist of full contractual liability coverage. (If work is on site and features involve any work with minors, insurance shall additionally consist of sexual abuse and molestation in an quantity at least $1,000,000 per incidence.) workers’ Compensation assurance in quantities required through legislations for all personnel, and company’s legal responsibility coverage with minimal limits as follows: Bodily damage unintentionally $500,000 every Accident, Bodily injury by using disease $500,000 coverage restrict, Bodily damage by way of ailment $500,000 each and every employee. company vehicle liability insurance for bodily harm (together with dying) and property damage with a minimum mixed single restrict of $1,000,000 per prevalence together with insurance for owned, non-owned and employed cars if supplier will personal, rent or lease an Auto in reference to the services or items provided under this contract. If expert functions are rendered, right here is required: knowledgeable liability coverage together with error and omissions in an quantity no less than $2,000,000 per claim masking the features beneath this agreement and will probably be maintained for a minimum of two years following completion of all features. If Work is carried out on website, here is required: excess (Umbrella) liability assurance all on an occurrence groundwork with an occurrence/aggregate minimal limit of $5,000,000 all to be following kind over underlying industrial normal legal responsibility, enterprise car and corporation’s liability assurance guidelines. If any personal, sensitive, or personally identifiable counsel is worried in the transaction, right here is required: Cyber/community security & privacy liability insurance with at the least $2,000,000 per incident/claim/$2,000,000 combination covering the capabilities contained within this contract to encompass, but no longer be limited to, information Breach, safety and privateness violations, first birthday celebration harm, third party legal responsibility, regulatory fines and penalties, disaster management expenses which consist of consumer notification fees and credit score monitoring. insurance shall be maintained for at the least two years following completion of all services under this agreement. The insurance necessities identified above shall not be construed to alter, limit or reduce the indemnifications necessities set forth herein. All such insurance might be in a kind and with insurers applicable to Drexel and licensed to behavior company in the Commonwealth of Pennsylvania with an A.M. top-rated provider score of A VIII or improved. If vendor subcontracts with any third celebration, supplier shall require that each such subcontractor keeps insurance equivalent in all respects to that described in this area. each and every policy of coverage listed above must be evidenced by a certificate of insurance. Drexel, its subsidiaries and affiliates, trustees, officers, school, students, personnel and/ or brokers need to even be named as an additional insured on a primary and non-contributory basis for regularly occurring legal responsibility, enterprise Auto legal responsibility and Umbrella legal responsibility coverage. insurance shall include any and all charges and fees incurred in reference to the investigation, adjustment or protection of claims. certificate ought to also evidence waiver of subrogation on all insurance guidelines other than laborers’ compensation. If work is on web page, a waiver of subrogation may be required for employees’ compensation as well. the necessary certificates of insurance will likely be delivered no later than 5 (5) days earlier than the time period of the settlement commences to: Drexel institution, workplace of possibility administration, The Left bank, 3180 Chestnut street, Suite one zero one, Philadelphia, PA 19104. It shall be renewed as a minimum 10 days before the expiration of any certificates up to now furnished. seller shall deliver note of cancellation or non-renewal pursuant to the policy terms and stipulations. Neither the issuance of any insurance plan required beneath this contract, nor the minimal limits certain herein with admire to vendor’s coverage insurance, will be deemed to restrict or avoid in any manner vendor’s liability bobbing up under or out of this agreement. 22. Work On web page here further situations shall observe to work performed on site. All persons furnished through seller shall be deemed invariably to be vendor’s employees or agents, and dealer shall agree to all relevant statutes, together with without quandary these relating to laborers’ compensation, employer’s legal responsibility, unemployment compensation, and/or ancient age benefits and all other relevant legal guidelines regarding or affecting the employment of labor. seller shall preserve on the web site continually a adequate work force to carry out its responsibilities in an efficient and timely manner. vendor shall employ best in a position, expert, respectable and honest workmen who will work in concord with others on the web site. supplier releases and waives any and all claims, demands, or reasons of action towards Drexel, its affiliates, trustees, officers, school, college students, employees and/or brokers that come up from or are linked with seller’s obligations pursuant to this agreement, any injury to personnel or agents of dealer or hurt to or lack of any property of supplier or its personnel or agents, even with whether or not this type of claims, losses, liabilities or fees are caused partially by using the negligence of Drexel or any of the other indemnified events. In presenting the functions, supplier and its brokers, personnel, contractors and subcontractors shall conform to all in your price range tactics prescribed by using Drexel for coordination of the functions with the functions, actions and operations of Drexel. seller shall now not trigger or enable any union battle to arise in connection with the supply of services. dealer shall rapidly eliminate and dispose of all debris and garbage led to via or resulting from the functions, and upon completion of the capabilities, dealer shall get rid of all temporary buildings and surplus materials. seller is responsible for securing all applicable licenses and makes it possible for and compliance therewith and the price will likely be deemed to encompass the can charge of those objects. The supplier, for itself and for all subcontractors and materialmen, is of the same opinion that no mechanic’s lien or different declare can be filed or maintained through the supplier or by means of any subcontractor, materialman, laborer or some other adult, in any respect, for or as a result of any work achieved or materials furnished below this contract. Any property of supplier left upon the web page upon completion of the functions might be regarded deserted by means of supplier and might be discarded or appropriated with the aid of Drexel. When advised through Drexel that such is required due to the region and nature of the functions, supplier will now not assign to the web site any grownup who fails to satisfy background assessments required by applicable Drexel coverage for the features or area. vendor’s employees assigned to supply functions on web page shall satisfy any health and immunization requirements centered with the aid of Drexel coverage. If supplier is offering any provider or any application, exercise or event that contains Direct Contact with a minor (anybody beneath age 18) for or on behalf of Drexel, vendor shall agree to all provisions of the Pennsylvania newborn defensive features law ("CPSL"), as amended, together with however not restrained to 23 P.S. area 6344, requiring seller to habits (i) a federal crook historical past verify through the Federal Bureau of Investigation; (ii) a Pennsylvania state criminal background investigate; and (iii) a child abuse clearance report from the department of Human features. dealer shall now not assign any worker, or volunteer, who has committed any of the offenses identified in 23 P.S. part 6344(c) to provide any service, recreation, program or adventure to Drexel involving any Direct Contact with a minor. "Direct Contact" for functions of these terms and conditions is defined within the CPSL, 23 P.S. area 6303(a). 23. Use of Drexel name and logos seller will now not use the Drexel name, abbreviation of the Drexel identify, trade names and/or logos (i.e., trademarks and seals) or any derivation thereof, in any kind or method in adverts, reports, or different suggestions released to the general public, or area the Drexel name, abbreviations, exchange names and/or logos or any derivation thereof on any customer goods, products, or functions for sale or distribution to the public, with out Drexel’s prior written approval. 24. Equal Employment chance Drexel is an equal probability establishment. throughout the efficiency of this contract, dealer consents to be certain through all relevant federal, state and local laws, rules, laws, orders, guidance and other directives governing equal employment possibility. Inquiries may be directed to Drexel’s workplace of Equality and diversity at 215.895.1405. 25. Export Controls The supplier is responsible for complying with all relevant export control regulations. the sort of export managed gadgets, equipment, or tips must be adequately dealt with and labeled by the dealer as part of the vendor’s responsibility. The burden will likely be on the supplier to stay away from such export controlled counsel from being improperly disclosed to Drexel and shall attain the acceptable license or approval from the significant authorities or to invoke an available exception, exemption, or exclusion earlier than disclosing any export managed substances to Drexel. within the adventure that the vendor seeks to provide Drexel with this type of managed disclosures, the dealer will so inform Drexel in writing, and shall now not forward or deliver ANY export managed assistance to Drexel with out the express written permission of the Drexel reliable in charge of such concerns. The identify of such legitimate will likely be offered upon request. 26. Compliance with laws and rules vendor shall comply, at its own charge and expense, with all federal, state, county and municipal legal guidelines, ordinances, regulations and orders pertaining to the performance and provision of this contract, in conjunction with the guidelines, regulations and orders of the native Board of fireplace Underwriters or different equivalent body. vendor who resources business materials, substances or capabilities certifies and represents its compliance with part fifty two of Solicitation Provisions and Contract Clauses of the Federal Acquisition rules, if applicable. vendor shall at once notify Drexel of any exchange of popularity with regard to these certifications and representations. supplier who supplies electronic suggestions technology certifies and represents its compliance with section 508 of the Rehabilitation Act of 1973. seller shall take all measures fundamental to cure right now a violation of any legislation, ordinance, rule, legislation or order. seller will no longer discriminate on the foundation of race, religion, colour, sex, age, countrywide starting place, handicap, sexual orientation, gender id, disabled or Vietnam era veteran reputation, financial repute or another legally covered type. seller consents to furnish all information and stories required by using govt Order No. 11246 as amended, and through the guidelines, laws and orders of the Secretary of Labor, or pursuant thereto, and will permit entry to the supplier’s books, statistics and debts for applications of investigation to verify compliance with such suggestions, regulations and orders. in the adventure of non-compliance with the non-discrimination clause or with any applicable rules, regulations and orders, Drexel might also droop or terminate this settlement in complete or partly. 27. Waiver The failure of Drexel to implement any of the provisions of this agreement shall now not be construed to be a waiver of such provisions or limit the appropriate of Drexel thereafter to implement every and each provision. 28. Governing law; Jurisdiction This agreement will be construed and enforced in keeping with the laws of the Commonwealth of Pennsylvania and the metropolis of Philadelphia, and the parties hereby publish to the unique jurisdiction of the courts found in the eastern District of Pennsylvania for litigation of any disputes coming up under this settlement. 29. intellectual Property All Deliverables, will likely be owned by way of and will likely be the unique property of Drexel and regarded a "WORK MADE FOR appoint," as that term is described for copyright and different applications. dealer hereby assigns without extra consideration all correct, title, and activity in and to the substances and/or Deliverables developed pursuant to this agreement ultimately and irrevocably to Drexel, including, but now not limited to any linked patent or copyright rights therein. dealer shall right away execute any and all documents and take any extra moves that Drexel may additionally reasonably request with a view to impact this task of rights. The Deliverables need to be new and common. dealer should not use any Pre-existing materials within the Deliverables without Drexel’s prior written permission. within the adventure that supplier makes use of any Pre-existing substances within the Deliverables by which vendor has an ownership hobby, Drexel is hereby granted a non-unique, royalty-free, irrevocable, perpetual, paid-up, worldwide license (with the appropriate to sublicense) to make, have made, reproduction, modify, make derivative works of, use, function, display publicly, promote, and otherwise distribute such Pre-present substances in connection with the Deliverables. 30. Confidentiality; insurance policy of delicate assistance; FERPA; HIPAA; desktop techniques safety a. Confidentiality each and every birthday celebration will hold in confidence all confidential counsel of the different celebration and neither birthday party will use or confide in any person or entity, at once or not directly, without the prior written approval of the different, any private counsel relating to the other birthday party bought with the aid of virtue of this settlement or the features carried out pursuant to the contract, apart from on a private foundation to its business, legal and monetary advisors or as required to be disclosed under applicable law or by way of felony manner. b. insurance policy of sensitive advice If Drexel offers entry to dealer of confidential counsel with delicate assistance, for instance with out problem, bank and credit card account numbers, earnings and credit histories and social safety numbers, student economic assist counsel, as well as "personally Identifiable assistance" from student training facts as defined by the family educational Rights and privacy Act of 1974 ("FERPA"), supplier shall hold the confidentiality, integrity and availability of all such assistance, via applied administrative, technical and actual safeguards in compliance with legislations and shall no longer re-reveal such sensitive information as directed through federal and state laws including devoid of dilemma, the Gramm Leach Bliley Act of 1999, FERPA, and HIPAA/HITECH and state legal guidelines on protection of such sensitive assistance. c. HIPAA/HITECH When relevant, whereas performing its responsibilities and duties under this settlement, seller shall, and shall trigger its personnel, different individuals of its group of workers, faculty, agents, and subcontractors, to agree to all legal guidelines and regulations that observe to the confidentiality and safety of affected person information, together with HIPAA/HITECH, and regulations issued thereunder (together with devoid of obstacle the Omnibus Rule), which are actually in effect or which may additionally subsequently be in effect. The parties agree that if critical, they shall amend this agreement to conform to or effectuate HIPAA and/or HITECH and the laws issued thereunder. d. company affiliate agreement If Drexel determines that seller is performing as a "business affiliate" of Drexel beneath applicable HIPAA legal guidelines and regulations, then vendor and Drexel shall additionally enter into the HIPAA HITECH Omnibus company associate contract found at drexel.edu/generalcounsel/contracts/Templates. e. statistics Breach Notification seller shall automatically, and no later than three (3) enterprise days, notify Drexel of any advantage facts Breach of which it turns into aware. f. computer techniques and statistics protection vendor represents and warrants that the desktop methods it makes use of together with featuring the goods and capabilities beneath this agreement, and the facts housed therein or strategies of transmission, have security insurance policy from intrusion according to applicable federal executive requirements and are encrypted in line with NIST standards for encryption and protection of facts. Any copies of statistics that are disposed of shall likewise be disposed of best in line with such necessities. g. Injunctive relief because of the issue in measuring economic loss to Drexel, on account of any breach with the aid of supplier of the provisions during this section, and because of the instant and irreparable hurt that can be led to to Drexel, for which it might have no different ample treatment, vendor has the same opinion that Drexel, apart from and with out limiting any other treatment or appropriate it can have, shall have the appropriate to an injunction or other equitable aid in any court docket of able jurisdiction. The existence of this right shall no longer avert any other rights and remedies at legislation or equity which Drexel may also have. 31. Miscellaneous a. Severability The invalidity or unenforceability of any certain provision of this contract shall now not affect the other provisions of this contract, and this contract might be construed in all respects as if such invalid or unenforceable provision was ignored. b. digital/Facsimile Transmission If this agreement is transmitted with the aid of fax or different potential of digital transmission, such transmission shall have the felony importance of a duly performed common delivered to the vendor. c. present coverage; enterprise Relationships policy dealer represents and warrants that supplier has read, is aware, and shall abide by way of Drexel’s Acceptance of non-public presents policy ("personal gifts coverage"). The personal presents policy is accessible at drexel.edu/cpo/guidelines/cpo-5. When supplier is proposing items and/or capabilities to Drexel school faculty of drugs, vendor shall additionally abide by way of the Drexel company Relationships with industry coverage ("enterprise Relationships coverage.") The enterprise Relationships coverage is obtainable at drexel.edu/cpo/guidelines/cpo-1-01. supplier shall require any employees, sub-contractors and/or brokers proposing capabilities or items to Drexel to read and abide via the applicable own gifts coverage and business Relationships coverage. d. battle of hobby coverage supplier represents that supplier has study, is familiar with, and shall abide with the aid of Drexel’s battle of hobby and commitment coverage ("conflict of activity coverage"). The battle of interest policy is attainable at drexel.edu/cpo/guidelines/cpo-2. e. Conflicts within the adventure of any ambiguity or battle among the many provisions of this contract, the dealer can be required to conform to the most stringent requirement which provides the best quality and ideal benefit to Drexel, until in any other case principally directed by using Drexel otherwise. f. note All notices and other communications bearing on this agreement will likely be in writing and might be deemed duly to had been given if for my part dropped at a celebration, despatched with the aid of facsimile or if sent through the U.S. Postal service certified mail, return receipt requested, postage prepaid or by using Federal specific, United Parcel or other country wide identified in a single day carriers. All notices or communications to Drexel concerning this agreement might be addressed as follows: Drexel college, Procurement capabilities, 3201 Arch highway, Suite four hundred, Philadelphia, PA 19104, with a duplicate to Drexel university, workplace of the standard advice, 3180 Chestnut street, Suite one hundred and one, Philadelphia, PA 19104. g. Sanctioned grownup seller represents and warrants that it and any of its brokers, personnel, officers, and representatives offering items and/or features beneath this settlement: (a) aren’t "sanctioned men and women" beneath any federal or state application or law; (b) haven’t been listed in the current Cumulative Sanction listing of the office of Inspector everyday for the USA department of health and Human services for at the moment sanctioned or excluded individuals or entities; (c) have not been listed on the conventional features Administration’s list of parties Excluded from Federal courses; (d) have not been listed on the U.S. department of Treasury, workplace of international belongings control’s specifically distinctive through Nationals and Blocked individuals record; (e) don’t seem to be a debarred or suspended contractor of the Commonwealth of Pennsylvania; (f) aren’t at the moment excluded, suspended or ineligible to participate in third birthday celebration payment classes under Medicare, Medicaid or different repayment laws. dealer shall automatically notify Drexel in the event that it isn’t any longer capable of make such representations and warranties. devoid of limitation to another rights and cures below this contract, afforded by means of law, or in fairness, Drexel may additionally terminate this settlement inside 5 (5) days of written be aware, without penalty, in the experience that Drexel has decided that supplier is in breach of this provision. h. entry to Books and information in the event this agreement is area to the provisions of part 1861(v)(1)(I) of the Social protection Act, dealer agrees that if the cost or can charge of goods and/or features rendered by means of the vendor under this settlement is equal to or greater than $10,000 for any 12 month length, supplier concurs to allow the Comptroller ordinary of the united states (CG), the Secretary of the department of health and Human features (DHHS), and their duly licensed representatives entry to their agreements, books, files, and information unless the expiration of four (four) years after the features are furnished under this contract. The access should be offered for in accordance with Subpart D, forty two C.F.R. 420, et seq. (47 Federal Register 58267, Thursday, December 30, 1982). equivalent entry must be provided to CG and DHHs and their duly licensed representatives to all agreements, books, documents and statistics between vendor and any subcontractor or any company regarding or bearing on supplier’s work performed beneath this agreement. i. No Third celebration Beneficiaries This agreement does not create any third celebration beneficiary rights in anyone or entity that is not a party to this agreement.