ࡱ> >@= "bjbjWW 8455||,S622222   $;"  22 .22f2 U"2#0S:,C# C#fC#fX [s   *|   SC#         | : HSCB Foundation Agreement Template Instructions: (1) Draw up the agreement (2) Obtain signatures of consultant and department representative (3) Submit to CFO office for seeking Foundation attorney's review (4) Agreement to be approved by the Treasurer, President or Vice President of the Foundation (5) Approved agreement is returned to department and consultant can start work (6) Approved agreement must be attached to all payment requests for consultant AGREEMENT made this _________ day of ____________, ______ by and between the HSCB Foundation, Inc., a not-for-profit corporation organized and existing under the laws of the State of New York and having its principal place of business located at 450 Clarkson Avenue, Brooklyn, New York 11203, hereinafter referred to as Foundation and _______________, having its principal place of business located at ___________________, hereinafter referred to as Consultant. W I T N E S S E T H: WHEREAS, Foundation desires to obtain the services of a Consultant on behalf of the Department of ______________________ to __________________________; WHEREAS, the Consultant is qualified to perform the desired services; WHEREAS, the Foundation and the Consultant desire to enter into an agreement setting forth the terms and conditions by which the Consultant will perform the desired services; and NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties hereto agree as follows: The Consultant shall provide _________________________, which shall include without limitation the following responsibilities: ______________________ ______________________ ______________________ Unless terminated earlier as provided herein, the term of this Agreement shall begin ________________ and end _______________. In consideration of the rendering of the services provided by the Consultant under this Agreement, Foundation shall pay the Consultant a total amount not to exceed ____________________ for work performed in relation to this Agreement. Payment will be based on Consultants submission of (monthly/quarterly)____________ invoices. Invoices shall be supported by an activity report covering the Consultants activities related to this Agreement for the (month/quarter). Foundation is a not-for-profit organization exempt from any and all taxes related to the services provided under this Agreement. The Consultant and any employees or subconsultants engaged in the performance of the work contemplated under this Agreement shall at all times be deemed to be performing as an independent Consultant and not as an agent or employee of the State University or Foundation, and the acts and omissions of such employees or subconsultants shall be deemed to be those of the Consultant. Consultant shall defend, indemnify and hold harmless the Foundation, officers, directors and their employees from and against all liability, loss, damages and expense which may be suffered from any claim, demand, suit or cause of action which may be made or held against them by reason of negligence or malpractice on the part of the Consultant, its agents or employees. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The Consultant shall keep books and records in accordance with good accounting practice and shall permit Foundation to examine and audit the books of the Consultant pertaining to this Agreement at the Consultants place of business, with reasonable notice by Foundation. Any notices between Foundation and Consultant must be in writing signed by the party giving it and shall be hand delivered with receipt given or sent by certified mail, return receipt requested as follows: To Foundation: HSCB Foundation, Inc. Attn: Treasurer 450 Clarkson Avenue, Box 65 Brooklyn, N.Y. 11203 To Consultant: _____________________ _____________________ _____________________ or to such other address or addressee as may be hereafter designated by notice. All notices become effective only when received by the addressee. Neither this Agreement nor the rights of either party hereunder shall be assignable except with the prior written consent of the other party, and the conditions hereof shall bind any permitted successor to assigns of either party. Upon receipt of accurate and correct invoices, payment to Consultant will be rendered by the Foundation within thirty days of receipt of invoices by the Foundation, at the following address: HSCB Foundation, Inc. Attention: Sheila Duffy 450 Clarkson Avenue, Box 1219 Brooklyn, N.Y. 11203 Payments to Consultant will be remitted to the following address: _________________ _________________ __________________ In the event of a breach of any contract provision, Foundation shall give the Consultant fifteen days to cure. If the breach is not remedied within the fifteen day cure period, Foundation reserves the right to cancel this Agreement by giving the Consultant fifteen days written notice. The parties agree that, if by reason of strike or other labor disputes, civil disorders, inclement weather, acts of God, or other cause beyond the control of the parties, either party is unable to entirely perform its obligations, such non-performance shall not be considered a breach of this Agreement. Notwithstanding anything contained herein to the contrary, Consultant shall remain liable for damages arising directly out of its negligence or that of its officers, agents or employees. Foundation reserves the right at any time during the performance of this Agreement to omit any portion of the work as may be deemed in its sole discretion reasonably necessary without constituting grounds for any claim by Consultant for allowances for damages. Foundation reserves the sole right to terminate this Agreement by giving the Consultant thirty days written notification. In the event of termination by either party, all monies due for work performed up to the date of termination will be payable as set forth herein. The Foundations Project Manager for this Agreement shall be _______________ or his/her designee. The Project Manager will review any work plan prepared by the Consultant, approve activities hereunder and review and approve the Consultants invoices submitted hereunder. This Agreement constitutes the entire agreement between the parties and all previous communications between the parties whether written or oral, with reference to the subject matter of this Agreement are hereby superseded. IN WITNESS WHEREOF, the parties hereto have caused their signatures to be affixed as of the date first above written. 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L^`LhH. ^`hH. ^`hH. PLP^P`LhH.X}hX8       XM gpA%n*d1`7%58-PMtezSaV+)@AAAA@UnknownG* Times New Roman5Symbol3. * Arial=" HelvArialA$BCambria Math"qhv{'G 0 0!x243QHX ?`72!xx aAGREEMENT made this _________ day of ____________, ______ by and between the HSCB Foundation, Inc Franci Scharf Oh+'0 $0<P ht    dAGREEMENT made this _________ day of ____________, ______ by and between the HSCB Foundation, Inc  Normal.dotmFranci Scharf3Microsoft Office Word@G@e#@e#@U՜.+,0d hp  F ƹƵ Downstate Medical Center0  bAGREEMENT made this _________ day of ____________, ______ by and between the HSCB Foundation, Inc Title  !"#$%&'()*+,./012346789:;<?Root Entry FUA1TableS#WordDocument84SummaryInformation(-DocumentSummaryInformation85CompObjr  F Microsoft Word 97-2003 Document MSWordDocWord.Document.89q