Both parties understand and agree that these terms and conditions, the Purchase Order, and the “contractor” conduct guidelines, constitute the sole Agreement between the parties and contain all the terms and conditions agreed upon by the parties. Any change, modification, or amendment to this Agreement must be agreed to in writing by the parties. This Agreement may not be assigned, transferred or delegated by the Seller without the prior written approval of Drew University. The invalidity or non-enforceability of any provision will not affect the validity or enforceability of any other provision.

Warranties

Seller warrants that all goods/services shall conform to the specifications of this Agreement and shall be merchantable, free from defects (including defects in design and fit), and suitable for the intended purposes. Seller further warrants that all Services shall conform to the specifications of this Agreement and shall be performed in a professional and workmanlike manner. These warranties shall remain in effect until the later of (i) one year following Buyer’s final acceptance of the Goods or Services or (ii) the expiration of Seller’s standard warranty period. The foregoing warranties are in addition to, and shall not limit, any other warranties or buyer protections that exist by operation of law. PRICE WARRANTY: In the event Seller reduces its price(s) for such goods or services before Seller fully performs under this Agreement, Seller agrees to reduce the prices stated herein accordingly. Seller further warrants that the prices stated herein are complete, and that no additional charges of any type, including but not limited to shipping costs, shall be added without Buyer’s express written consent.

Final Inspection And Acceptance

Time is of the essence such that Buyer shall have an unrestricted right to reject the goods or services if Seller fails to meet the delivery date and conditions specified in this Agreement. Such failure shall be deemed a material breach of this Agreement. All goods or services shall be subject to Buyer’s final inspection and acceptance, notwithstanding any prior payment or preliminary inspection on the part of Buyer. While Final Acceptance is pending or within 15 days, whichever is later, Buyer may return to Seller any non-conforming goods or services, at no cost to Buyer, and/or require Seller to correct or replace such non-conforming goods or services. In the event Buyer does not require any such correction or replacement, Seller shall promptly refund all payments received for non-conforming goods or services that Buyer returns. Such remedies shall not limit any other rights or remedies as may be available at law, in equity or under this Agreement.

Failure To Provide Assurances

During the course of the contract, Drew University shall be entitled to request from the Seller or it successor in interest adequate assurance of future performance in accordance with the terms and conditions of the contract. Seller’s failure to comply with such request within ten (10) days of delivery of the request shall entitle Drew University to terminate the contract and to retain the benefit of services paid for and/or apply a set-off to any payment in whole or part equal to the fair market value of any goods or services received or equal to the loss caused by the disruption in delivery or performance.

Termination

Drew University hereby reserves the right to terminate this contract for convenience at any time and for any reason upon written notice to Seller, effective immediately, unless otherwise provided in said notice. Within thirty (30) calendar days of any such termination, Drew University shall pay as the sole amount due to Seller in connection with this Project: (1) sums due for work performed to date including allowable profit and overhead; and (2) reasonable costs of termination. In the event of a termination for convenience by Drew University, Seller shall remain liable to Drew University for (i) defective work performed prior to the termination (whether discovered before or after termination), (ii) late completion damages to the extent of the delays to the critical path of the project for which Seller was responsible as of the date of the termination, and (iii) any other damages that survive a termination for convenience. Termination will have no effect upon the rights and obligations of the parties arising out of any transactions occurring prior to the effective date of such termination. In the event that a law, act, order of government, or cause outside the control of either party, including fires, floods, epidemics, quarantines, strikes or embargoes beyond the control of and without fault or negligence by either party and related to the provision of services and/or goods, Drew University shall be entitled to a return of any fees for services not performed. Any notice, demand or communication required, permitted or desired to be given under this Agreement will be deemed effectively given when a Change Order or memo or e-mail is sent to the vendor.

Certificates, Licences And Permits

Seller alone is responsible for maintaining any and all certifications and/or licenses that are required under State and/or Federal law and any other appropriate organizational licenses for the conduct of Seller’s business and agrees to notify Drew of the loss of any certification or organizational or individual professional licensure for any of these services, which may constitute a default under the terms of this Agreement.

Cooperation

Drew and Seller agree that to the extent compatible with the separate and independent management of each, they will at all times maintain an effective liaison and close cooperation with each other. Seller further agrees to cooperate with Drew in any evaluation of Seller’s work, performance, or product and in any licensing matters, audit, governmental review, administrative appeal, litigation, or other legal matter related to this Agreement or the provision of Seller’s services to Drew University.

Choice Of Law

The parties agree that any dispute under this Agreement will be venued in the Superior Court of New Jersey, Morris County and governed by the laws of the State of New Jersey.

Insurance

Seller shall secure and maintain at its expense throughout the term of this Agreement such policies sufficient to insure Seller, its employees, agents and/or contracted providers against any claims for damages occasioned directly or indirectly in connection with the performance of any services under this Agreement. For each policy, Drew University shall be named as an additional insured. Coverage limits for Commercial General Liability, $1 million for Workers’ Compensation, $1 million for auto liability, and professional liability insurance shall be as specified on the Drew University website at www.drew.edu/. Seller will provide Drew University with a Certificate of Insurance to confirm compliance with this section and if there is any change to the underlying policy will promptly provide Drew with a current Certificate consistent with this section.

Assumption Of Risk / Indemnification

Seller shall be liable for its own negligence and the negligent acts of his employees. Seller shall take all precautions necessary for the safety of and prevention of damage to any Drew University property and for the safety of and prevention of injury to persons, including Drew University’s employees and third persons. All work shall be done at Seller’s risk, without regard to fault or allocation of negligence. Seller agrees to defend, indemnify and hold harmless Drew University and its directors, officers, agents, volunteers, students, and employees against any and all claims, lawsuits, settlements, judgments, costs, penalties and expenses, including actual attorneys’ fees, in whole or in part resulting from, arising from, or in any way connected with any act, error or omission or failure of Seller or Seller’s assistants, employees or agents, including but not limited to any and all claims: (i) relating to the injury or death of any person or damage to any property; (ii) by Seller’s employees for injuries or illnesses incurred in the course and scope of providing services under this Agreement; relating to the dishonest, fraudulent or criminal acts of Seller or its directors, officers, agents, representatives or employees, whether acting alone or in collusion with others in connection with the performance of their obligations under this Agreement. Drew agrees to indemnify and hold harmless Seller and its directors, officers, agents, volunteers and employees against any and all claims, lawsuits, settlements, judgments, resulting from the acts, errors or omissions, including the dishonest, fraudulent or criminal acts of Drew University or its directors, officers, agents, representatives or employees, whether acting alone or in collusion with others in connection with the performance of Drew University’s obligations under this Agreement.

Compliance

Both parties agree to comply with applicable Federal and State laws, including but not limited to tax, employment, wage and hour, workplace safety, workers’ compensation, non-discrimination and civil rights laws.

Records Retention / Confidentiality

Seller understands that any records, including drawings, specifications, work product, and other documents in any medium, generated in connection with Seller’s provision of services under this Agreement are solely Drew’s property for its use and purposes and must be returned to Drew at the conclusion of the Agreement. Seller agrees to preserve the full confidentiality of records, including student records, education records (as defined under the Family Education Rights and Privacy Act of 1974 (FERPA)) and protect from unauthorized disclosure all information, records, and data collected under this Agreement. Upon termination of this Agreement, Seller shall return all such information in Seller’s possession to Drew University.

Independent Contractor

It is the express intention of the parties that the relationship between Seller and Drew University under this Agreement will be construed and deemed to be that of an independent contractor and Seller is not entitled to participate in any benefits provided to its employees by Drew University. Nothing in this Agreement shall be construed to create a partnership, joint venture, employer-employee or principal-agent relationship. Seller is not “Drew’s employee and is solely responsible for paying all State and Federal taxes and contributions as required by law. Drew University will not withhold FICA (Social Security) from Seller’s payments; will not make State or Federal unemployment insurance contributions or workers’ compensation or disability insurance payments on Seller’s behalf; such withholdings and payments and any liability with respect thereto are solely Seller’s responsibility. Drew will not withhold state or federal income tax from payments to Seller, and such tax payments are solely Seller’s responsibility.