University of Maryland Independent Contractor/Consultant

UMD Independent Contractor Agreement v.1 October 2023

Univers

ity of Maryland Independent Contractor/Consultant Agreement

Contract/Purchase Order #.: __________

This Independent Contractor/Consultant Agreement (the “Agreement”) is entered into between

(hereinafter “Contractor”) and the University of Maryland,

College Park, Maryland 20742 (hereinafter “the University”), a public agency and instrumentality of the

State of Maryland. This Agreement shall be effective as of the date of last signature below.

I. Statement and Scope of Work

a. Project Title: ____________________________________________________________________

b. UMD Unit receiving services: _____________________________________________________

c. Description [including purpose/objectives; all deliverables/products/expected outcomes;

personnel, supplies, material, equipment or travel required by UMD]:

d. Schedule

, deliverable dates [including any due dates, deadlines and milestones for

deliverables]:

UMD Independent Contractor Agreement v.1 October2023

e. Contr

actor Obligations. Except as provided herein, Contractor shall furnish the facilities,

equipment, personnel, services and all other necessary and related items for the

performance of the Work. Contractor warrants that the performance of the Work described

in this Agreement shall be done in a safe, proficient and professional manner, shall conform

to the highest standards, and shall adhere to all local, state and federal laws and regulations

applicable to the Work hereunder.

f. Travel: Travel expenses will not be reimbursed unless they are explicitly and specifically

authorized in this contract;

II. Compe

nsation and Method of Payment. The total amount of this Agreement is outlined below.

Contractor shall be paid only for the items or services specifically named in this Agreement; no

additional costs for items or services will be paid by the University without its prior express written

consent.

a. Contract Price: $ [ins

ert payment schedule and/or requirement

milestones for payment]

b. Travel Expenses, as applicable:

i. Except as specifically provided herein, Contractor is solely responsible for all of

Contractor's travel arrangements and costs.

ii. UMD may reimburse Contractor for actual and reasonable travel expenses

incurred in the successful performance of this agreement, such expenses not to

exceed $________________.

iii. All Contractor travel must be consistent with UMD's travel policies.

iv. Contractor must fully document any request for reimbursement with detailed

invoices and actual receipts.

III. Term: The term of this Agreement is effective upon last signature hereof and shall end on

, unless otherwise agreed by the parties.

IV. Intel

lectual Property

a. Work for Hire. Contractor understands and agrees that any and all materials and

deliverables that are subject to copyright protection and are developed in connection with

the performance of this Agreement (Works) shall constitute a work for hire as that term is

defined in the Copyright Act of 1976, as amended. As a result, all right, title and interest in

and to all such Works shall belong exclusively to the University, including without limitation

all copyrights and other intellectual property rights therein. If for any reason a Work is not

deemed to be a work for hire, Contractor hereby grants, transfers, sells and assigns, free of

charge, exclusively to the University, all title, rights and interest in and to said Work,

including all copyrights and other intellectual property rights. The Contractor further agrees

to execute any other proper document the University deems necessary to ensure the

complete and effective transfer of all rights in Works to the University.

UMD Independent Contractor Agreement v.1 October 2023

. Intellectual Property Warranty. The Contractor represents and warrants that any materials

or deliverables, including all Works, provided under this Agreement or incorporated into the

deliverables, are (1) original, (2) not encumbered and do not infringe upon the copyright,

trademark, patent or other intellectual property rights or any other rights of any third party,

or (3) are in the public domain. If deliverables, materials or Works provided hereunder

become the subject of a claim, suit or allegation of copyright, trademark, or patent

infringement, University shall have the right, in its sole discretion, to require Contractor to

produce, at Contractor’s own expense, new non-infringing materials, deliverables or Works

in addition to any other remedy available to the University under law.

V. I

ndemnification; Liability.

a. Contractor hereby discharges and releases UMD, its directors, officers, and employees, and

agrees to indemnify and hold the same harmless from any and all liabilities, costs, claims,

losses, damages or expenses arising from, or connected with, the Services provided

hereunder. Contractor further agrees to indemnify, defend and hold harmless UMD, its

directors, officers, and employees, against any cost, liability, expense, allegation or claim fo

amages incurred by UMD arising in any manner from failure of Contractor, its directors,

officers, employees, contractors, subcontractors or agents to comply with any applicable

laws, regulations, or standards in providing the Services. This clause shall survive the

expiration or other termination of this Agreement indefinitely.

b. UMD’s liability shall be governed exclusively in accordance with Maryland Annotated Code,

State Government Article, Title 12, as amended from time to time.

c. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL,

OR CONSEQUENTIAL LOSSES, OR FOR LOSSES OF PROFIT, BUSINESS, OR ANTICIPATED

SAVINGS OF THE OTHER PARTY.

VI. General Contract Terms.

a. The University’s Procurement terms shall apply to this Agreement. These terms are available

at https://purchase.umd.edu/vendors/umd-standard-terms-and-conditions

d are

incorporated herein by reference.

b. C

ontractor takes full responsibility for all tax and employment compliance obligations in

their state and country of residence and the location where Contractor is performing th

ork. The University has issued this Agreement in reliance on Contractor’s agreement to b

sponsible for and fulfill any such compliance obligations.

c. [If federal] This is a Federally-funded procurement under a Contract with the US

Government. The University of Maryland, College Park, U.S. Government Contract

Provisions, available at

https://purchase.umd.edu/umd-federal-uniform-guidance-flowdown-provisions

https://purchase.umd.edu/umd-federal-government-flowdown-provisions

d. Entire Agreement. This Agreement, including any referenced attachments, contains the

entire agreement of the parties and supersedes all prior agreements and understanding,

oral or otherwise, between the parties. No modification or amendment of this Agreement

shall be effective unless the same shall be in writing duly executed by all parties hereto. The

University is not, and shall not be, bound by any other terms in or referenced by

UMD Independent Contractor Agreement v.1 October 2023

ontractor's proposal, invoices, form(s), or online terms and conditions unless such terms

are specifically incorporated herein.

y signature below, by duly authorized representatives, the parties accept and agree to the terms of this

Agreement.

University of Maryland: Vendor:

___________________________ _____________________________

Name: _____________________ Name: _______________________

Title: ______________________ Title: ________________________

Date:______________________ Date: ________________________