General Consulting Terms and Conditions

The services rendered under this agreement shall follow the scope of work described under the "Description of Consulting Services found on the Consulting Services Cover Sheet and the Scope of Work detail as may be attached hereto.

This agreement shall be effective as of the start date and shall terminate on the end date listed on the Consulting Services Cover Sheet.

III. Allowable Costs and Payments

1. Mississippi State University reserves the right to withhold final payment until the Consultant has completed the Scope of Work as acceptable to the University.

2. Consultant may be paid a total amount not exceeding the Total Consulting Costs indicated on the Consulting Services Cover Sheet. Payment will be made to Consultant upon satisfactory completion of Scope of Work as specified in Article I, Scope of Work. 

3. Consultant shall submit a Statement of Services and expenses to the Department C/O the MSU Investigator, Mississippi State, MS  39762.  Payment shall be made within thirty (30) days after the University's approval of the Consultant's Statement of Services and expenses.

IV. Disposition of Materials

1. All  rights to any copyrightable materials produced under this Agreement shall be retained by the University.

2. To the extent the Consultant has the right and permission to do so, he shall grant to the University a royalty-free non-exclusive, and irrevocable license to use in any manner material not first produced in the performance of the work which is incorporated in the materials there-under.  The Consultant shall advise the University of any such material known to him not to be so licensed under this condition.

V. Patent Rights

All inventions made in the course of or under this Agreement shall be promptly and fully reported to the University subject to the terms of the aforementioned grant.  The University shall retain all rights and title to any invention, discovery, or improvement which is conceived or first reduced to practice in the performance of this Agreement.

VI. Relationship of Parties

The relationship of Consultant to the University shall be that of an independent contractor.  None of the provisions of this agreement are intended to create, nor shall they be construed to create an agency, partnership, joint venture or employer/employee relationship between Consultant and the University.

VIII. Administrative Requirements (As Applicable)

10 U.S.C. 2397b and 2397c prohibit a major defense contractor from offering or providing any compensation valued in excess of two hundred fifty dollars ($250) to a former Department of Defense (DoD) official who while employed by DoD, performed procurement related functions in connection with that same defense contractor.  This prohibition runs for the two-year period beginning on the date of such person's separation from service in DoD.

Consultant certifies to the above and that he/she is not debarred or suspended from receiving federal funds.

IX. Resolution of Disputes

Any dispute concerning a question of fact under this agreement shall be presented to the University for resolution.  Disputes that cannot be resolved by the University shall be determined by a court of competent jurisdiction in the State of Mississippi.

  X. Termination

This agreement may be terminated by either party in the event of substantial failure by the other party to fulfill its obligations under this agreement through no fault of the terminating party, provided that no termination may be effected unless the other party is given a) not less than ten (10) calendar days written notice (by certified mail, return receipt requested) of intent to terminate; and b) an opportunity for consultation with the terminating party prior to termination.  Upon receipt of a termination action, the Consultant shall promptly discontinue all effected work.  In the event of such termination, the Consultant shall be entitled to receive just and equitable compensation for any specific services completed in a satisfactory manner as of the date of termination, as determined by the Consultant and University.  Such compensation shall not exceed the maximum amount payable under this Agreement.

XI. Applicable Law

This agreement, and all matters or issues collateral to it, shall be governed by, and construed in accordance with, the laws of the State of Mississippi.  It is understood and agreed by both parties that if any part, term or provision of this agreement is determined by the courts or other judicial body to be illegal or in conflict with any law of the State of Mississippi, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed in force as if the agreement did not contain that particular part, term, or provision held to be invalid.

XII. Liability

Consultant agrees to indemnify, release, save and hold harmless the University from and against all claims, demands, liabilities, suits, damages and costs of every kind and nature whatsoever, including court costs and attorney's fees arising out of the negligence or any negligent act of the Consultant.

XIII.  Equal Opportunity

Consultant may not discriminate on the basis of race, color,  religion, national origin, sex, age, handicap/disability or veteran status for any work.

Consultant must be in compliance with Equal Opportunity Clause in the conduct of the Agreement (Executive Order 11375). In the event of the Consultant's noncompliance with the Equal Opportunity Clause of this agreement or with any of the said rules, regulations, or orders, this agreement may be canceled, terminated, or suspended, in whole or in part, and the Consultant may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, as amended by Executive Order No. 11376 of October 13, 1967.

XIV. Modification

This agreement may be modified by mutual consent of both parties.  Any modification shall be made in writing, stating the changes being effected, and shall be signed by both parties to the agreement.

XV. Entire Agreement

This agreement  constitutes the entire agreement between both parties and shall supersede and replace any and all prior negotiation, understandings and agreements, whether written or oral, between both parties hereto.