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Proposal/Contract Terms & Conditions

Now, therefore, the parties hereby agree as follows:

Relationship of Parties: In performing the work duties and obligations pursuant to this Agreement, each party shall at all times act and perform as an independent contractor. No relationship of employer, employee, partner, joint venture, principal, or agent is created by this Agreement, and neither party may therefore make any claim against the other party for social security benefits, worker's compensation benefits, unemployment insurance benefits, vacation pay, sick leave, or any other employee benefit of any kind. No party shall have or exercise any control or direction over the performance of services by the other party to this Agreement except as provided herein. The Center and Client are each responsible for their own acts or omissions and are not responsible for the acts or omissions of the other. None of the provisions of this Agreement is intended to create nor shall be designed or construed to create any relationship between or among the Center, Client, and any Contractors, if applicable, other than that of independent contractor relationship between Client and Center.

  1. Intellectual Property: “Intellectual Property” shall mean inventions and discoveries (whether or not patentable), patents, patent applications, copyrights, masks work, computer software, and other writings, and all forms of similar proprietary rights conceived or developed by the performer during the term of the Agreement. Ownership of rights to all Intellectual Property discovered or identified by the Center during the term of this Agreement shall belong to the Center.
  2. Federal Immigration Law: By signing this contract, the contracting parties affirm, for the duration of this agreement, that they will not violate federal immigration law or knowingly employ, hire, for employment, or continue to employ an unauthorized alien within the State of Alabama. Furthermore, a contracting party found to be in violation of this provision shall be deemed in breach of this agreement and shall be responsible for all damages resulting therefrom.
  3. Remedy: It is further agreed that if any provision of the contract shall contravene any statute or Constitutional provision or amendment, either now in effect or which may, during the course of this contract, be enacted, then the conflicting provision in the contract shall be deemed null and void. The contractor's sole remedy for the settlement of any and all disputes arising under the terms of this agreement shall be limited to the filing a claim with the Board of Adjustment for the State of Alabama.
  4. Certification: In compliance with Act 2016-312, the contractor hereby certifies that it is not currently engaged in, and will not engage in, the boycott of a person or an entity based in or doing business with a jurisdiction with which this state can enjoy open trade.
  5. Center Warranties: The Center warrants to the Client that all services furnished hereunder will be performed with reasonable skill, care, and diligence and will conform to professional standards. The Center's liability and the Client's remedy under this warranty are limited to the correction of such services or data as are shown to the Center's reasonable satisfaction to have been defective, provided that written notice of such defective services or data shall have been given to the Center by the Client within ninety (90) calendar days after the performance of such services or delivery of such data by the Center.
  6. Modification of Agreement: This Agreement shall terminate on the stated Contract Expiration Date. This Agreement may only be modified to include amendments or extensions by the written agreement of both parties.
  7. Entire Agreement: This Agreement contains the entire agreement between the Center and the Client with respect to the subject matter hereof. All prior agreements, representations, and promises between the Center and the Client with respect to the subject matter hereof are hereby superseded by this Agreement. This is the full and final Agreement of the parties. Should the client issue a purchase order for the service contemplated by the Agreement the parties hereby covenant and expressly agree that any terms or conditions of such purchase order which conflict this Agreement, attempt to supersede this Agreement or attempt to impose obligations on Center not included in this Agreement shall be void without effect.
  8. Governing Law: This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Alabama.
  9. Impossibility of Performance: Neither party shall be deemed to be in violation of this Agreement if prevented from performing any of its obligations hereunder for any reasons beyond its control, including without limitation, acts of God or of the public enemy, flood, storm, strikes, or statutory regulations, rule, or action of any federal, state, or local government, or any agency thereof.
  10. Expiration of Proposal/Contract: This Proposal and Contract for Services is VOID if not executed within 30 days of the proposal/contract cover date.