1-2. Appendix Two - Sample UT Business Services Agreement.docx

UTAUS CN:

SERVICES AGREEMENT

This Agreement between University and Contractor (“Agreement”) is made and entered into by and between The University of Texas at Austin, an agency and institution of higher education established under the laws of the State of Texas (“University”), for and on behalf of the ____________ (insert College/School and/or budgeted department name) (“Department”), and _______________ (insert legal name of Contractor), a _______________ (insert type of business structure such as corporation, limited liability company, or partnership) with its principal place of business at ___________, (insert street address, city, state, zip code) Tax ID Number __________(Tax ID Number) (“Contractor”).

University and Contractor hereby agree as follows:

1. Contractor Services.

Contractor will provide the services as set forth in Exhibit A, Statement of Work, attached hereto and incorporated for all purposes (“the Services”), to the satisfaction of University.

2. Compensation.

University will compensate Contractor for services in accordance with Exhibit B, Payment for Services. Total compensation to Contractor will not exceed _____ (insert written amount) dollars ($_____ (insert numerical amount)) (including any travel expenses), (note: this amount should be inclusive of all fees and expenses, including any travel expense) for the term of the Agreement. Payment for services performed will be processed within thirty (30) days of receipt and approval of invoice in accordance with Exhibit B.

3. Term.

This Agreement is effective as of the later of (Insert month/day/year) or date the agreement is fully executed by both parties (“Effective Date”) and will terminate on (Insert month/day/year) unless earlier terminated in accordance with Section 6 of The University of Texas at Austin Service Agreement Terms and Conditions. [OPTIONAL: The following renewal term may be incorporated if a renewal option was included in the original bid specification. University will have the option to renew this Agreement for ( ) additional ___ ( ) year terms.]

4. Governing Terms and Conditions.

This Agreement is governed by The University of Texas at Austin Service Agreement Terms and Conditions, incorporated by reference, and found at: https://utexas.box.com/s/7fnckfmdtp1azkziwswlo9e8fic83q0m.

University and Contractor have executed and delivered this Agreement to be effective as of the Effective Date.

<Insert Contractor’s complete legal name> The University of Texas at Austin

By: By:

Name: Name: Linda Shaunessy

Title: Title: Business Contracts Administrator

Date: Date:

Attached:

Exhibit A – Statement of Work Exhibit B – Payment for Services Exhibit C – Mutual Non-Disclosure Agreement

Exhibit A Statement of Work

Notwithstanding any other provision in this Agreement, Contractor’s performance of the Services will (1) conform to the specifications and requirements of that certain Request for Proposal related to ________________ for The University of Texas at Austin, RFP No. _____________ (the “RFP”), which is incorporated by reference for all purposes, and (2) to the extent consistent with the RFP, will conform with Contractor’s proposal, dated _________ (“Contractor’s Proposal”) which was submitted by Contractor in response to the RFP and is incorporated by reference for all purposes. To the extent that the RFP or Contractor’s Proposal conflict with the terms of this Agreement, the terms of this Agreement will control.

Group Purchase Authority

Texas law authorizes institutions of higher education (defined by §61.003, Education Code) to use the group purchasing procurement method (ref. §§51.9335, 73.115, and 74.008, Education Code). Additional Texas institutions of higher education may therefore elect to enter into a contract with the successful Proposer(s) to the RFP. In particular, Contractor should note that University is part of The University of Texas System (UT System), which is comprised of fourteen institutions described at http://www.utsystem.edu/institutions. UT System institutions routinely evaluate whether a contract resulting from a procurement conducted by one of the institutions might be suitable for use by another, and if so, this RFP could give rise to additional purchase volumes. As a result, in submitting its proposal, Contractor should consider proposing a pricing model and other commercial terms that consider the higher volumes and other expanded opportunities that could result from the eventual inclusion of other institutions in the purchase contemplated by this RFP. Any purchases made by other institutions based on this RFP will be the sole responsibility of those institutions.

I. Project: Insert a brief statement regarding the history and/or objective of this project.

This section provides the Contractor and interested third parties with a broad overview of your department’s objective. (“the Project”.)

II. Services and/or Deliverables. Contractor will provide the following services and/or deliverables in support of the Project:

The services to be provided by the Contractor may be divided into major phases (deliverables, tasks, items, etc). Each phase (deliverable, task, item, etc) may then be subdivided into important requirements within each phase. Consideration should be given to the inclusion of due dates for each.

THIS IS AN EXAMPLE ONLY. Please contact the Business Contracts Office if you have questions on how to structure the Statement of Work.

Example:

Deliverable 1: Insert description of major phase. Insert due date.

Exhibit B Payment for Services

I. SERVICE FEES: University will compensate Contractor for successful completion of each deliverable (task, item, etc), outlined in Exhibit A, as follows:

THIS IS AN EXAMPLE OF PAYMENT STRUCTURE. Please contact the Business Contracts Office if you have questions on how to structure the payment schedule.

EXAMPLES:

Or

Flat fee of $ upon completion of the project.

[OPTIONAL: Include the following if Contractor is paid on hourly fee basis.

Contractor agrees to furnish efficient business administration and coordination and perform the services in an expeditious and economical manner consistent with the interests of University.]

Notwithstanding the foregoing, the cumulative amount of Service Fees remitted by University to Contractor will not exceed $_______________ (“Fee Cap”) without the prior written approval of University.

[Delete the following Expenses and Disbursements section if not applicable.]

II. EXPENSES AND DISBURSEMENTS: Contractor will be reimbursed without mark-up for reasonable expenses, including meals (when traveling from _____________ to the _______________ area), lodging (when traveling to the ______________ area), and coach class airfare for travel to the _______________ area, validly incurred directly and solely in support of the Services and approved by University in advance. Contractor and University anticipate ____________ (___) trips by Contractor to ___________________. Provided, however, Contractor agrees and acknowledges that Contractor will be subject to The University of Texas at Austin Handbook of Business Procedures Travel Reimbursements Section 11.5 at http://www.utexas.edu/business/accounting/hbp/11_trav/trav5-1.html with regard to meals, lodging, mileage and all other expenses related to travel. Further, Contractor agrees and acknowledges that Contractor will not be reimbursed by University for expenses which are prohibited or which exceed the allowable amounts set forth in the Handbook of Business Procedures. As a condition precedent to receiving reimbursement for expenses and disbursements, Contractor will submit to University receipts, invoices, and other documentation as required by University. Notwithstanding the foregoing, reimbursement for expenses and disbursements will not exceed a maximum of $_____________ (“Expense Cap”) without the prior written approval of University.

III. The Fee Cap and the Expense Cap are sometimes collectively referred to as the “Contract Amount.” The total Contract Amount will not exceed $___________ [Insert the total of the Service Fees + Expenses and Disbursements.].

IV. INVOICING: [Choose one paragraph and delete the other.]

Upon completion of a deliverable (task, item, etc) and acceptance by University, Contractor will submit an invoice setting forth amounts due to Contractor. Each invoice will be accompanied by documentation that University may reasonably request to support the invoice amount. University will, within thirty (30) days from the date it receives an invoice and supporting documentation, approve or disapprove the amount reflected in the invoice. If University approves the amount or any portion of the amount, University will promptly pay to Contractor the amount approved so long as Contractor is not in default under this Agreement. If University disapproves any invoice amount, University will give Contractor specific reasons for its disapproval in writing. Contractor will submit invoices to University as follows:

[Insert University contact name and complete address.]

OR

[Use the following if Contractor is paid on an hourly or flat fee basis.] Contractor will submit monthly invoices to University. The invoices must be accompanied by a Time/Work Schedule for each Contractor employee contributing to hours billed.

The Time/Work Schedule will contain the following information:

A. Name of individual performing the work;

B. Description of work performed and related Objective in Exhibit A; and C. Date and number of hours worked.

Each invoice will be accompanied by documentation that University may reasonably request to support the invoice amount. University will, within thirty (30) days from the date it receives an invoice and supporting documentation, approve or disapprove the amount reflected in the invoice. If University approves the amount or any portion of the amount, University will promptly pay to Contractor the amount approved so long as Contractor is not in default under this Agreement. If University disapproves any invoice amount, University will give Contractor specific reasons for its disapproval in writing. Contractor will submit invoices to University as follows:

[Insert University contact name and complete address.]

Exhibit C

MUTUAL NON-DISCLOSURE AGREEMENT

This non-disclosure agreement (“Agreement”) is between <Insert College/School and/or budgeted department name>, a unit of The University of Texas at Austin (hereafter “University”), and <Insert Contractor’s complete legal name> (hereafter “Company”) a corporation, having a business address at <Insert Contractor’s complete address>.

RECITALS

A. Company and University wish to exchange certain information pertaining to the names, images, titles, seating information and personal information of donors, students, and/or any game day visitors. This exchange includes all communication of information between the parties in any form whatsoever, including oral, written and machine readable form, pertaining to the above.

B. University and Company wish to exchange the information for the sole purpose of creating personalized credential badges for donors, students and/or any game day visitors and each party regards certain parts of the Information it possesses to be secret and desires to protect those parts from unauthorized disclosure or use (such secret parts being hereafter collectively referred to as “Information”).

C. University and Company are willing to disclose Information (as “Owning Party”) and receive Information (as “Receiving Party”) on the terms and conditions set forth herein.

AGREEMENTS

Therefore, University and Company agree, as follows:

1. The Receiving Party will:

a. (1) Not disclose Information of Owning Party to any other person and (2) use at least the same degree of care to maintain the Information confidential as Receiving Party uses in maintaining as confidential its own confidential Information, but always at least a reasonable degree of care;

b. Use the Information only for the above purpose;

c. Restrict disclosure of the Information of the Owning Party solely to those employees of Receiving Party having a need to know such Information in order to accomplish the purpose stated above;

d. Advise each such employee, before he or she receives access to the Information, of the obligations of Receiving Party under this Agreement, and require each such employee to maintain those obligations.

e. Within fifteen (15) days following request of Owning Party return to Owning Party all documentation, copies, notes, diagrams, computer memory media and other materials containing any portion of the Information, or confirm to Owning Party, in writing, the destruction of such materials.

2. This Agreement imposes no obligation on Receiving Party with respect to any portion of the Information received from Owning Party which (a) was known to Receiving Party prior to disclosure by Owning Party, (b) is lawfully obtained by Receiving Party from a third party under no obligation of confidentiality, (c) is or becomes generally known or publicly available other than by unauthorized disclosure, (d) is independently developed by Receiving Party or (e) is disclosed by Owning Party to a third party without a duty of confidentiality on the third party.

3. This Agreement imposes no obligation on Receiving Party with respect to any portion of the Information unless such portion is (a) disclosed in a written document or machine readable media marked “CONFIDENTIAL” at the time of disclosure or (b) disclosed in any other manner and summarized in a memorandum mailed to Receiving Party within thirty (30) days of the disclosure.

4. The Information shall remain the sole property of Owning Party.

5. NEITHER OWNING PARTY MAKES ANY REPRESENTATION WITH RESPECT TO AND DOES NOT WARRANT ANY INFORMATION PROVIDED UNDER THIS AGREEMENT, BUT SHALL FURNISH SUCH IN GOOD FAITH. WITHOUT RESTRICTING THE GENERALITY OF THE FOREGOING, NEITHER OWNING PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, WHETHER WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED WITH RESPECT TO THE INFORMATION WHICH MAY BE PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. NEITHER OWNING PARTY SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER RESULTING FROM RECEIPT OR USE OF THE INFORMATION BY THE RECEIVING PARTY.

6. The Receiving Party will not export, directly or indirectly, any technical data acquired from Owning Party or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval, without first obtaining such license or approval.

7. The validity, construction, and performance of this Agreement are governed by the laws of the State of Texas, and suit may be brought in Texas to enforce the terms of this Agreement.

8. The rights and obligations of the parties under this Agreement may not be sold, assigned or otherwise transferred.

9. Except as otherwise provided by this Section, all notices, consents, approvals, demands, requests or other communications provided for or permitted to be given under any of the provisions of this Agreement will be in writing and will be sent via certified mail, hand delivery, overnight courier, facsimile transmission (to the extent a facsimile number is set forth below), or email (to the extent an email address is set forth below) as provided below, and notice will be deemed given (i) if delivered by certified mail, when deposited, postage prepaid, in the United States mail, or (ii) if delivered by hand, overnight courier, facsimile (to the extent a facsimile number is set forth below) or email (to the extent an email address is set forth below), when received:

With copy to: <Insert Department Name, Address, Fax and Email Address>

If to Company: <Insert Name, Address, Fax and Email Address> or such other person or address as may be given in writing by either party to the other in accordance with this Section.

This Agreement is binding upon both parties and upon the directors, officers, employees and agents of each. This Agreement is effective as of the later date of execution and will continue through <Insert month/day/year (The Agreement may not be ongoing)>, unless terminated on thirty (30) days written notice by either party.

The University of Texas at Austin By: ____________________________________________________________

Name: Linda Shaunessy

Title: Business Contracts Administrator

Date: ___________________________________________________________

<Insert Contractor’s complete legal name> By: _____________________________________________________________

Name: __________________________________________________________

Title: ____________________________________________________________

Date: ____________________________________________________________

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Business Contracts Office 09.01.2024