Academic Spring Term Document

ACADEMIC SPRING TERM AGREEMENT

This Academic Spring Term Agreement ("Agreement") is made between Institution Name: and Participant Name: .

RECITALS

WHEREAS, Institution operates and administers academic programs and requires certain instructional, research, or administrative services for the Spring term; and

WHEREAS, Participant has the qualifications, experience, and capacity to perform the services described herein and agrees to provide such services to Institution under the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth the terms governing Participant's engagement for the Spring term identified below.

PARTIES AND CONTACT INFORMATION

SCOPE OF WORK

Participant shall perform the following services and deliverables for the Spring term. The parties agree that delivery, evaluation, and acceptance criteria shall be those described in this Section unless otherwise amended in writing by authorized representatives of both parties.

PAYMENT TERMS

Institution shall pay Participant in consideration for the services described in this Agreement as set forth below.

Late payments shall accrue interest at the lesser of (a) or (b) the maximum rate permitted by applicable law. Institution is responsible for timely remittance of all payments under this Agreement.

TERM AND TERMINATION

This Agreement commences on Start Date: and expires on End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice no less than days to the other party. Either party may terminate for material breach if such breach is not cured within days after written notice of the breach.

Upon termination, Participant shall deliver all completed and in-progress work products to Institution and shall be entitled to payment for work performed and accepted through the effective date of termination, subject to applicable offsets for nonconforming work or damages.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means nonpublic business, academic, student, personnel, research, or technical information disclosed by one party to the other, whether oral, written, or electronic, that is identified as confidential or that by its nature should reasonably be considered confidential.

Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely for performance under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, agents, contractors, or students with a need to know who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that: (i) was in the public domain at the time of disclosure; (ii) becomes public through no fault of the receiving party; (iii) was lawfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

A party may disclose Confidential Information if required by law, provided the disclosing party gives prompt written notice and cooperates with reasonable efforts to limit the disclosure or seek confidential treatment.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Unless otherwise agreed in writing, intellectual property and original work products created by Participant specifically for Institution under this Agreement shall be considered works made for hire and shall be owned by Institution. Participant grants Institution a perpetual, assignable, royalty-free license to use any preexisting intellectual property embedded in deliverables to the extent necessary for Institution's use of the deliverables. Each party represents that it has the right to grant the rights granted herein.

REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

Each party represents that it has authority to enter into this Agreement. Participant warrants that the services will be performed in a professional and workmanlike manner consistent with applicable academic standards. Participant shall indemnify and hold Institution harmless from claims, liabilities, losses, and expenses arising from Participant's negligent acts or willful misconduct in connection with performance under this Agreement, except to the extent caused by Institution's gross negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws rules. The parties consent to the exclusive jurisdiction of the courts located within that state for disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties and Contact Information section, or to such other address as a party may designate by written notice to the other, and shall be deemed given upon personal delivery, electronic delivery with confirmation of receipt, or three business days after deposit in the United States mail, postage prepaid.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Institution may assign to an affiliate or successor entity without Participant's consent.

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