AGREEMENT - PDF document

1 1 SASI SERVICE AGREEMENT TERMS
1 SASI SERVICE AGREEMENT TERMS AND CONDITIONS The following terms and conditions shall be attached and made part of all SASI contracts for the procurement of goods or services. ACCEPTANCE; TERM; TERMINATION : The terms and conditions (the “T&Cs”) constitute SASI ’ s acceptance of the Service Provider ’ s proposal (the “Proposal,” together with the T&Cs, the “Contract”) to sell, provide and/or li cense goods and/or services to identified in the Contract. SASI ’ s acceptance of the Contract is express ly subject to these terms and conditions unless otherwise expressly agreed to in writing by SASI. If there is any discrepancy between the terms of the Service Provider ’ s Proposal and SA SI’s terms and conditions, the SASI terms and conditions shall g overn. If ongoing services are to be provided pursuant to this Contract, the term of such services shall be one year. SASI may renew services under the same T&Cs at any time by providing written notice to Service Provider for subsequent one - year terms, un less S ervice Provider provides notice of non - renewal to SASI no later than 60 days prior to the end of the then - current term. If neither party gives notice of renewal or non - renewal, upon the expiration of the term, this Contract shall continue on month - to - mont h basis under these same T&Cs. Additionally, SASI may terminate this Contract or any part thereof upon 30 days ’ written notice to Service Provider, witho ut liability. Upon termination, SASI will receive a refund of any prepaid but unearned fe es. FEES : Service Provider shall not invoice SASI for any goods or services provided at a price higher than that shown on this Contract. A sales tax exemption may be available for purchase of materials under certain circumstances. Service Provider must seek advic e from SASI on the availability of a tax exemption based on the nature of the work pr ior to submitting its proposal SASI shall not be responsible for any charges for delivery, installation, transportation, insurance or packaging. Service Provider will not be entitled to reimbursement from SASI for any expenses it incurs in connection with fulfilling this Contract. DELIVERY AND ACCEPTANCE; RISK OF LOSS : Title and risk of loss for goods purchased under this Contract shall remain with Service Provider until such goods have been delivered to SASI at the location specified in the Contract and have been accepted by SASI. If Service Provider does not comply with SASI ’ s delivery schedule, SASI may either approve a revised schedule or terminate the Contract witho ut liability, subject to a refund of any fees paid in advance for the terminated Contract. Upon delivery, SASI may inspect all goods and services purchased to determine if they meet all

2 applicable requirements, are oth
applicable requirements, are otherwise in good condition, and are sui table for their intended business use. IF, IN THE REASONABLE JUDGMENT OF SASI, THE GOODS OR SERVICES ARE UNSATISFACTORY, SASI MAY REJECT SUCH GOODS OR SASI shall return rejected goods to Service Provider at Service Provider ’ s expense, and may e ither terminate the Contract without liability (subject to a refund of any fees paid in advance for the terminated Contract), or may permit Service Provider to replace such goods with satisfactory goods, in which case the inspection process set forth in th is Section shall apply 2 to the replacement goods. SASI shall be deemed to have accepted any goods or services not rejected within 60 days after delivery to the location specified in this Contract. SASI ’ S PROPERTY : Except for Software (defined below), which shall be licensed to SASI, all goods and services provided to SA SI under the Contract shall be the personal property of SASI upon delivery to SASI. SOFTWARE : If t he Contract includes Software, S ervice Provider grants to SASI and S ASI accepts from Service Provider a global, royalty - free license to install, use, display and perform the Software identified in the Contract and any applicable documentation in the ordinary course of SASI ’ s business operations and for its own busin ess p urposes, “Use” includes use by or on behalf of SASI or SASI ’ s affiliates, and use by third parties under contract to provide services to SASI or its affiliates, subject to these restrictions . “ Software ” means the software programs listed in this Contract and any upgrades, updates, enhancements, modifications, alterations, improvements, revisions, releases, and new versions. SASI may transfer the Software from one hardware platform or operating system to another (or both) for which the Software is, or beco mes generally available, at no additional charge. SASI will not modify, reverse engineer, disassemble, or reverse compile any part of the Software, except as permitted by applicable law. ASSIGNMENT : S ervice Provider may not assign this Contract or deleg ate any of its responsibilities without the prior written consent of the SASI, and any such purported assignment or delegation shall be null and void. SASI may freely assign this Contract to any affiliate, or to any entity acquiring all or substantially a ll of its assets or which is a successor by merger to SASI, or to any party acquiring that portion of SASI ’ s business to which the goods, Software, and/or services purchased or licensed under this Contract pertain. INVOICES : Invoices shall be sent to SA SI ’ s address set forth in this Contract. Unless otherwise stated in this Contract, undisputed invoices shall be payable within 30 days of receipt.

3 COMPLIANCE WITH LAWS : Servic
COMPLIANCE WITH LAWS : Service Provider shall comply with all applicable laws, rules and regulations in the provision of go ods and the performance of the contracted services. SASI is an equal opportunity employer . Consequently, the parties agree that, as applicable, they will abide by the requirements of The Service Provider shall comply with the provisions of the Law Against Discrimination set fort h in N.J.S.A. 10:5 - 31, et seq. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination agai nst all individuals based on their race, color, religion, sex, or national origin. These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. CONFIDENTIALITY : Service Provider shall preserve as confidential all information the business activities of SASI and its affiliates, clients, and entities with whom SASI does business that may be obtained by Service Provider from any source (such information, together with the existence and terms of this Contract, constituting the “Confidential Information” ). Service Provider shall adhere to the requirements of the Family Educ ational Rights and Privacy Act (FERPA) USC §1232 et. seq. to the extent it maintains any student records and comply with the New Jersey Open Public 3 Records Act (OPRA). Service Provider shall hold Confidential Information in trust and confidence for SASI a nd shall not disclose Confidential Information to any person, firm or enterprise, or use any Confidential Information for its own benefit or the benefit of any other party, unless authorized in advance by SASI in writing. Service Provider shall limit acce ss to and disclosure of such Confidential Information to Service Provider's personnel on a "need to know" basis only. Confidential Information does not include information that is: (a) previously known to Service Provider, free from any obligation to keep it confidential, (b) publicly disclosed by SASI either prior to or subsequent to the receipt by Service Provider of such information, (c) independently developed by Service Provider without any use of or access to Confidential Information, or (d) rightful ly obtained from a third party lawfully in possession of Confidential Information who is not bound by confidentiality obligations to SASI. If Service Provider is granted access to nonpublic resources, including potentially sensitive, personal and/or propr ietary information through Stockton University ’ s Info rmation Technology Department, the terms of Stockton University ’ s Confidentiality/Nondisclosure Agreement shal

4 l govern usage of such informa
l govern usage of such information. WARRANTY : Service Provider warrants that all goods sold under this Contract are free from defects in material and workmanship, and that all services provided under this Contract shall be performed in a high - quality, professional and workmanlike manner by qualified personnel. PUBLICITY : Service Provider shall not use the name or trademarks of SASI or refer to or identify SASI or any affiliate of SASI in any press release, interview, promotional or marketing material, announcement, SASI listing, or testimonial without the prior written consent of SASI. INSURANCE : Service Provider shall obtain and maintain all applicable and appropriate insurance, including business, auto, professional, commercial and general liability with coverage limits described in the Contract and such other types as require d by law, in an amount consistent with Service Provider ’ s ordinary course of business. Each policy shall name SASI and Stockton University as a loss payee or additional insured, as appropriate, by endorsement and be primary without right of contribution f rom any insurance that is carried by the SASI. INDEMNIFICATION : Service Provider shall, at its own expense, indemnify, defend and hold harmless, SASI and Stockton University and their respective successors, assigns, officers, directors, contractors, clie nts, and employees from all claims, actions, damages, losses, liabilities, costs and expenses, including reasonable attorney fees, arising from: (i) Service Provider ’ s provision of the goods, services or software provided hereunder, (ii) Service Provider ’ s breach of this Contract or other refusal or failure to comply with any provisions of this Contract; (iii) death or physical injury to persons or property damage caused by the fault or negligence of Service Provider or its officers, employees, agents or r epresentatives; and (iv) claims of infringement of any third party ’ s intellectual or industrial property right relating to or arising out of the goods, Software, and/or servic es provided under the Contract. LIMITATION OF LIABILITY : Except for S ervice P rovider ’ s indemnification and non - disclosure obligations hereunder, and for damages resulting from Service P rovider ’ s gross negligence or willful conduct, neither party shall be liable for lost profits or any indirect, incidental, special, punitive, exempl ary or consequential damages. In no event shall SASI’s liability to 4 Service P rovider hereunder exceed the total fees actually paid by SASI to S ervice P rovider ’ s under the contract . RIGHT TO AUDIT : SASI may, on reasonable notice to Service Provider, audit Service Provider ’ s books, ledgers, supporting records and documentation and related procedures and controls relating to any charges paid by SASI in connection w

5 ith this Contract or performance
ith this Contract or performance of the terms of this ag reement. JURISDICTION : This Cont ract shall be governed under the laws of the State of New Jersey excluding its conflicts of laws rules. Any provision of this Contract that contemplates performance or observance subsequent to termination or expiration of the Contract (including confident iality, limitation of liability, indemnification, right to audit and miscellaneous sections) will survive termination or expiration of the Contract, and will continue in fu ll force and effect thereafter. DISPUTE RESOLUTION : The contractor/ vendor agrees to submit all disputes arising under the contract to SASI ’ s claims resolution procedures prior to initiating suit in New Jersey courts for resolution. MISCELLANEOUS : This Contract constitutes the entire agreement between the SASI and the Service Provider and voids all prior agreements concerning this subject matter. No modification, amendment, supplement to, or waiver of this Contract or any of its provisions shall be binding upon the parties unless made in a writing duly signed by both parties, which sp ecifically references these T&Cs and states that such modification, amendment, or supplement is made to modify, amend or supplement these T&Cs. Any purchase contract printed on a form provided by Service Provider may be used for convenience only, but these T&Cs shall solely control the terms of this Contract. Failure or delay on the part of SASI to exercise any right hereunder shall not operate as a waiver. Any services performed by Service Provider will be performed as an independent contractor, and Serv ice Provider will be solely responsible for its employees and any ap plicable payroll, benefits and tax obligations. WITNESS: STOCKTON AFFILIATED SERVICES, INC. _____________________________ ___________________________________ Witness Name BY: Title: Da ted: ______________________ WITNESS: (SERVICE PROVIDER) _____________________________ ______________________________ Witness Name BY: Title: Dated: _____________ ____________ EXHIBIT A INDEMNIFICATION & INSURANCE Service Provider shall obtain and maintain all applicable and appropriate insurance, including business, auto, professional, commercial general and umbrella liability in an amount of {insert required excess as per vendor guidelines} per occurrence, and such other types as required by law, in an amount consistent with Service Provider ’ s ordinary course of business. Each policy shall name Stockton Affiliated Services, Inc . and Stockton University as a loss payee or additional insured, as appropriate, by endorsement and be primary without right of contribution from any insurance that is carried by SASI. A. The Service Provider agrees to accept legal responsibility for all services provided by Service Provider and shall ind

6 emnify, defend and hold harmless
emnify, defend and hold harmless Stockton Affiliated Service, Inc.(SASI), and Stockton University, and the State of New Jersey, their employees, officers and agents from and against all claims, damages, losses, suits, actio ns, judgments, costs and expenses, including reasonable attorney's fees, related to services hereunder and/or sustained by third parties to the extent such damage or injury is attributable in whole or in part to any negligent acts, errors, or omissions of the Service Provider, its empl oyees, agents, representatives. (a) At all times during the term of this Contract, the Service Provider shall procure and maintain, at its expense, general liability insurance for damages imposed by law or assumed under this Agree ment, of the kinds and amounts hereinafter provided, from insurance companies admitted or approved to do business in the State of New Jersey. Stockton Affiliated Services and Stockto n University shall be named as additional insureds on the coverage required under subsection (c) . (b) Worker’s Compensation Insurance . Worker's Compensation Insurance shall be provided in accordance with the requirements of the laws of this Stat e. (c) Employer's Liability Insurance . Employer's Liability Insurance shall be provi ded for bodily injury by accident in the amount of $100,000 each accident; bodily injury by disease in the amount of $100,000, each employee; bodily injury by disease, $5 00,000 policy limit. (d) Commercial General Liability Occurrence Basis . $1,000,000 per oc currence (combined single limit personal injury/property damage)/$3,000,000 aggregate, including products/completed operations and contractual liability insurance, which contractual liability insurance shall include coverage in an amount not less than $1,0 00,000; The CGL policy shall be primary over a ny other collectible insurance that may apply. (e) Business Automobile Liability . Insurance coverage for all owned, non - owned, hired, leased and rented vehicles in an amount not less than $1,000,000 combined singl e limit per occurrence, for bodily injury and property damage. (For Licensed Professional Consultant ’ s only) (f) Professional Liability (Errors & Omissions) . Written on a "claims made" basis, with not less than one million dollars ($1,000,000) for Consultant against any and all liabilities arising out of or in connection with negligent acts, error or omissions of any of the foregoing in carrying out their professional responsibilities for the Project. The Consultant shall continue to maintain such insurance for a period of two years from the date of final completion of the Project, and shall provide the Client with certificates evidencing such continued coverage. The Service Provider/Consultant shall attach a copy of its Certificate of Insurance in conformance with this requirement.