Agreement is made effective the _____ day of _______________, 20__ by and between the Casualty Actuarial Society ("CAS") and _________________________ ("CONSULTANT"). Based on mutual consideration, the receipt and adequacy of which are acknowledged, the CAS agrees to contract for the services of the CONSULTANT, and the CONSULTANT agrees to provide services under the terms and conditions of this Agreement.
I. STATEMENT OF WORK
The CONSULTANT shall provide certain services to the CAS to produce a research document discussing __________________________ , or related areas the CAS may request during the period of performance, as specified in the call for researcher(s), the terms of which are incorporated herein by reference.
II. PAYMENT FOR SERVICES
In full consideration of the services provided hereunder, the CAS agrees to pay CONSULTANT a fixed fee of __________, plus reasonable expenses incurred at the request of, and subject to advance approval by, the CAS.
The CAS agrees to pay 25% of the fee at the time of contract award. A monthly statement describing services rendered and expenses incurred shall be submitted to CAS at the end of each month in which services are rendered or expenses incurred. Payment for such services and expenses (less the 25% payment to be made at the time of contract award) shall be rendered by the CAS within 30 days after acceptance of the final report.
III. PERIOD OF PERFORMANCE
CONSULTANT shall provide the services until the project as described in the call for researcher(s) is completed. This period of performance shall not be changed without the written authorization of the CAS.
IV. NOT-TO-EXCEED TOTAL LIMIT
Total payment under this contract including reasonable expenses incurred at the request of the CAS shall not exceed __________, unless authorized in writing by the CAS.
V. INDEPENDENT CONTRACTOR
It is understood and agreed that CONSULTANT is an independent contractor in the performance of this Agreement, CONSULTANT is not an agent or employee of, or partner or joint venturer with the CAS, and CONSULTANT is not authorized to act on behalf of the CAS. CONSULTANT shall assume full responsibility for payment of all federal, state and local taxes with respect to performance of the CONSULTANT's obligations under this Agreement, and the CAS shall not be responsible for any benefits, insurance, or other payments not specifically agreed to in writing or under this Agreement.
VI. RIGHT TO ACT AS CONSULTANT; REPRESENTATIONS
CONSULTANT warrants to the CAS that he/she is not subject to any obligations, contracts, covenants or restrictions that would prevent him or her from entering into or carrying out the provisions of this Agreement. CONSULTANT represents and warrants that the work prepared under this Agreement is the CONSULTANT’s own original work; that the CONSULTANT is the sole owner of the work and all the rights being granted to the CAS in this Agreement; that the CONSULTANT has full right and power to make the assignment in this Agreement; that the work does not violate any copyright, proprietary, or personal rights of others; that the work shall contain no material from other copyrighted works without the written permission of the owner of such copyrighted material; that the work is factually accurate and contains no matter scandalous, libelous, unlawful, or otherwise actionable; that the CONSULTANT has not previously in any manner disposed of any of the rights granted to the CAS or previously granted any rights adverse or inconsistent with such grant of rights; that there are no rights outstanding which would diminish, encumber or impair the full enjoyment or exercise of the rights granted to the CAS under this Agreement; and that nothing contained in the contents of the work shall be injurious to the health of the user.
This Agreement may be terminated by the CAS at any time by giving written notice of such termination to CONSULTANT and paying to CONSULTANT any amounts owed for the pro-rata performance of the services under this Agreement. Upon receipt of such written notice, no further charges will be made under this Agreement. Termination shall not affect the CONSULTANT's obligations under articles IX, X, XI, and XII. CONSULTANT shall not terminate this Agreement except upon material breach by the CAS of its obligations under the Agreement. This project will automatically sunset five years after signing of this agreement with any unspent funds to revert to the CAS, unless the Research Oversight Committee of the CAS and the Vice President – Research and Development extend for a period not to exceed 2 years.
VIII. HOLD HARMLESS
CONSULTANT shall indemnify and hold the CAS harmless from any and all suits, claims, damages or losses whatsoever, resulting from any act or omission or breach of any representation, warranty, or obligation under this Agreement by the CONSULTANT, his employees, agents, and subcontractors.
CONSULTANT warrants that, to protect the privacy of respondents to surveys conducted, CONSULTANT will collect only the data needed for the purpose of their inquiry and inform each potential survey respondent about the general nature and sponsorship of the inquiry and the intended uses of the data. CONSULTANT also acknowledges that information it obtains in the performance of this Agreement is valuable and confidential. Accordingly, CONSULTANT agrees not to disclose any such information to any person not authorized by the CAS to receive it. Upon completion of the work, CONSULTANT shall deliver to the CAS all data, documents, reports, surveys, or other materials prepared by CONSULTANT in his performance under this Agreement.
CONSULTANT hereby assigns to the CAS all right, title, and interest in and to the work resulting from the services under this Agreement, including but not limited to all copyright and all rights subsumed thereunder.
CONSULTANT will promptly disclose to the CAS all discoveries made and ideas conceived by CONSULTANT in his performance of the services under this Agreement. CONSULTANT assigns to the CAS all right and title to such discoveries and ideas, and agrees to execute any and all such documents, as the CAS deems necessary to secure to it all right, title and interest in such discoveries and ideas.
CONSULTANT hereby grants a perpetual royalty free license to any of CAS members or other users of the CAS’ publications for use of any patents or other procedures described in the work.
This Agreement may be amended only by a written document, signed by both the CAS and CONSULTANT.
CONSULTANT may not assign this Agreement or any right hereunder. Any such attempted assignment shall be void.
XV. GOVERNING LAW
This Agreement shall be governed by the laws of the Commonwealth of Virginia, and CONSULTANT hereby agrees to the exclusive jurisdiction of the courts of Virginia.
CASUALTY ACTUARIAL SOCIETY