Professional Services Agreement

This Professional Services Agreement (hereinafter Agreement) is entered into as of ____________________ ( "Effective Date") between Emory University, a private not for profit 501 (c) 3 corporation, by and through its _____________________________(department/division), with its principle place of business at 1599 Clifton Rd NE, Atlanta, GA 30322 ("University") and _________________________(Contractor) with its principle place of business at____________________________________. For Consideration of the mutual promises and covenants contained herein, the University and Contractor agree as follows: 1. Services and Deliverables: A. Professional Services: Contractor agrees to provide Services to assist Emory in connection with ______________________________________________ and to perform or deliver these Services in the manner specified in the Statement of Work (SOW) which is attached and labeled Exhibit A. B. Standard of Performance. Contractor represents and warrants that it has the necessary knowledge, experience, abilities, skills and resources to perform its obligations under this Agreement, and agrees to perform its obligations under this Agreement in a professional manner, consistent with prevailing industry standards and practices. C. Licenses and Permits; Compliance with Law. Consultant represents and warrants that it has all licenses and permits necessary to conduct its business and perform its obligations under this Agreement, and agrees to comply with all applicable federal, state and local statutes, regulations, codes, ordinances and policies in performing its obligations under this Agreement. All disputes regarding the construction, interpretation and the parties obligations under this Agreement shall be governed by the laws of the State of Georgia. D. Performance Monitoring: To ensure satisfactory and timely performance, Contractor agrees to provide perform and deliver all Services in the manner specified, on the required dates and times agreed, and provide written reports describing progress toward the completion of all of the services outlined in Exhibit A. Contract understands that a failure to document or demonstrate performance may result in a delay in payment for any invoice submitted under this Agreement. 2. Performance Period. This Agreement shall have an initial term of _____ months commencing on the date of
this Agreement, unless sooner terminated pursuant to Section(s) 2(A) & 2(B) below: A. Termination for Convenience. University may terminate this Agreement at any time, in whole or in

part, by written notice provided to Contractor. If such termination is for Universitys convenience, University, after deducting any amount(s) previously paid, shall pay for all Services rendered by Contractor, as well as any reasonable costs incurred by Contractor, up to the time of termination but not including Contractors lost profits. Upon receiving notice of Universitys termination, Contractor shall use its best efforts to reduce or mitigate any costs incurred in connection with the Services. B. Termination for Cause. This Agreement may be terminated prior to the initial term by either party upon a breach of this Agreement (including, but not limited to, Consultants services being deemed unsatisfactory by Emory) by the other party that remains uncured 10 days after receiving written notice of such breach from the terminating party. Upon receiving notice of Universitys termination, Contractor shall use its best efforts to reduce or mitigate any costs incurred in connection with the Services.

3. Compensation and Payment A. Payment Terms: Unless otherwise agreed invoices received for services performed under this Agreement will be paid on Net 30 day terms following the receipt of a correct invoice. B. Approved Fee Structure: The University agrees to pay the Contractor for all Services provided following the completion and acceptance of all required services described in the SOW as follows: 1. Fixed amount, payable on Net 30 day terms, upon the completion and acceptance of all required services, not to exceed $____________. 2. Variable amount, payable on Net 30 day terms, upon the completion and acceptance of all required services at an ____hourly or ____daily rate of $ _______ , and understood by both Contractor and University not to exceed $__________ during the Performance Period unless amended by written mutual consent. C. Invoice for Payment: Contractor shall submit all invoices for payment to: Emory University, Payment Services, 1599 Clifton Rd, Atlanta, GA, 30322. D. Expenses: Unless otherwise specified all expenses related to performance under this Agreement are the responsibility of the Contractor. If the University agrees to reimburse any expense Contractor understands that all expenses must be documented by receipts and submitted for payment within thirty (30) days from the date the expense was incurred. E. Taxpayer Identification Number (TIN): Contract agrees to furnish a W9 upon execution of this agreement. The W9 must contain one of the following forms of identification, Social Security Number SSN, Employer Identification Number EIN or an Individual Taxpayer Identification Number ITIN. Until Contractor furnishes the required TIN no payment will be made. 4. Independent Contractor. In performing hereunder, Contractor and its employees, agents, subcontractors and representatives are understood to be independent contractors and not as employees or agents of University. All persons furnished or retained by Contractor in connection with this Agreement are so furnished or retained as Contractors employees or agents. 5. Confidential, Proprietary and Privileged Information. Contractor shall treat as confidential all nonpublic information disclosed by University in connection with this Agreement, including but not limited to written or oral communications, education and/or health related records (as defined under the Family Educational Rights and Privacy Act of 1974 (FERPA) and/or the Health Insurance Portability and Accountability Act (HIPPA)), specifications, and other data (collectively, Confidential Information). The terms and conditions of this Agreement shall also be deemed Confidential Information. 6. Indemnification. Contractor shall defend, indemnify and hold harmless University, its officers, employees, trustees, agents and representatives from and against any and all claims, demands, damages, liabilities, expenses, losses of every nature and kind, including but not limited to attorneys fees and costs, (collectively, Claims) sustained or alleged to have been sustained in connection with or arising out of the performance hereunder of Contractor, its agents, employees, subcontractors and consultants, even in the event University is alleged or found to be partially negligent. However, Contractor shall not be obligated to so indemnify University in the event University is proven to be solely negligent. 7. Insurance. Contractor shall maintain at its own expense: Workers' Compensation and

Employer's Liability Insurance, Commercial General Liability Insurance. If said insurance is to be canceled or changed by insured or insurer so as to affect the coverage required by this contract, at least ten (10) days' prior written notice of such cancellation or change shall be sent to Emory at the address provided for below. The aforementioned insurance coverage shall have the following minimum limits: a) Workers' Compensation - Statutory Limits.

b) Employer's Liability - $1 million dollars per occurrence/$1 million aggregate. c) Auto Liability (To include Owned, Hired, and Non-owned) $5,000,000 Combined Single Limit d) Commercial General Liability Insurance (Comprehensive Form), $5 million e) Combined Single Limit and $10 million dollars aggregate.
Coverage shall be written on an occurrence basis, and shall be maintained throughout the term of this Agreement, or any renewal or extension granted thereafter, and failure to maintain such insurance shall be grounds for the immediate termination of this Agreement by Emory. In addition, the Commercial General Liability coverage shall be endorsed to name Emory University as an additional insured, and at the time that this Agreement is executed, Contractor shall provide Emory with certificates evidencing such coverage and showing Emory University as the additional insure 8. Confidentiality; Name or Logo Use. Consultant shall treat all information disclosed by Emory pursuant to this Agreement as confidential, and Consultant shall not disclose or use any such information except as required in connection with the performance of its obligations under this Agreement. Contractor shall not use Emory's name or logos in any manner or media (including, but not limited to, press releases, promotions, advertisements or solicitations) without the prior written approval of Emory. 9. Assignment. Contractor does hereby assign, grant, and deliver to Emory, and Emory hereby accepts, the entire worldwide right, title, and interest of every kind and nature whatsoever in and to the deliverables under this Agreement, including but not limited to any related intellectual property rights.
IN WITNESS WHEREOF, Contractor and Emory have duly executed and delivered this Agreement as of the date first written above.

Emory University ___________________________________ ___________________________________ ___________________________________ ___________________________________

Contractor _______________________________________ _______________________________________ _______________________________________ _______________________________________