Professional Services Agreement

THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is made by and

between Cornell University, a New York not-for-profit education corporation, (“Cornell”) on behalf of its
____________________________________________________________________ (“College/Unit”),
and ____________________________________________________________________ (“Consultant”)
as of the Effective Date.

For good and valuable consideration, the parties agree as follows:

1. General Purpose. The general purpose of this Agreement is to engage the services of Consultant
to perform the services and provide the deliverables described in Schedule A (the “Services” or “Scope of
Services”). The surrounding facts and circumstances are more fully set out in the attached:
Schedule A (Scope of Services), Schedule B (Project Timetable and Task Description), Schedule C
(Payment Amount and Schedule), Schedule D (Consultant’s Personnel), and Appendix 1 (Insurance
Requirements), all of which are incorporated by this reference.

2. General Duties of Consultant.

2.1 Consultant shall perform the Services in accordance with the attached Schedules and in
accordance with professional standards for performing services of a similar kind. Consultant warrants that
all persons assigned by Consultant to the performance of this Agreement (or any specified subcontractor)
are fully qualified to perform the Services required. Cornell has assigned a representative (“Cornell’s
Representative”) to provide direction to Consultant with respect to the Services. Consultant’s personnel
who will perform the Services are listed in Schedule D. Consultant may not replace or reassign such
personnel without the prior written consent of Cornell’s Representative. If applicable, Consultant shall
replace personnel with a person having at least equivalent experience and qualifications. Cornell shall
have the right to review and approve such replacement personnel.
2.2 Subject to Section 2.1 above, Consultant may assign the performance of any portion of the
Services to a subcontractor; provided that Consultant shall be fully responsible for any and all acts and
omissions of any subcontractor in connection with the performance of this Agreement. All terms,
conditions and requirements of this Agreement will apply without qualification to any services performed
or goods provided by any subcontractor.

3. Period of Performance. Consultant agrees that all Services provided under this Agreement shall
commence on ________________, 20____ and be completed no later than ________________, 20____
(the “Term”). Consultant shall adhere to the timetable in Schedule B unless such period is otherwise
extended by Cornell in writing. Consultant shall be responsible to Cornell for any damage caused by its
failure to comply with the timetable.

4. Compensation. Subject to the terms and conditions of this Agreement, Cornell shall pay
Consultant an amount not to exceed $____________________ in exchange for the Services. The schedule
of payments is contained in Schedule C. Consultant shall submit all invoices to Cornell Accounts
Payable, 377 Pine Tree Road, Ithaca, NY 14850 or emailed to dfa-4040_invoice@[Link], referencing
the purchase order number. Notwithstanding any other provisions of this Agreement, the total amount
payable by Cornell for the Services will be determined by applying the stated rate of compensation to the
services actually performed by Consultant. Consultant will not render the Services and Cornell will not be
required to pay for any services in excess of the amount stipulated above, unless Consultant has first
secured prior written approval from Cornell through a contract amendment.
5. Payment Terms. Consultant shall be paid after Cornell’s receipt from Consultant of properly
prepared invoices in accordance with Cornell’s invoicing instructions as further set forth below in this
Section. Cornell may make adjustments to Consultant’s invoice due to shortages, rejection, or other
failure to comply with the provisions of this Agreement. Discount periods, if any, shall commence after
the latest of final acceptance, delivery, receipt of any required documentation, or receipt of invoice.
Delays in receiving the invoice, errors or omissions on the invoice, or lack of supporting documentation
required by the terms of this Agreement will be cause for withholding settlement without losing prompt
payment discount privilege. Invoices must be accompanied by transportation receipt if transportation is
payable as a separate item. Consultant shall submit an original invoice to Cornell promptly after each
shipment, if applicable, in accordance with the instructions on the purchase order. If Consultant elects to
use paper or email invoices, all payments are due either (i) within sixty (60) days following Cornell’s
receipt of the invoice if receiving check payments, or (ii) forty-five (45) days following Cornell’s receipt
of the invoice if Consultant is enrolled to receive direct deposit payments. If Consultant elects to register
for electronic invoicing and direct deposit payments through the Automated Clearing House (ACH), then
all payments are due Net 30 days after the receipt of invoice.

6. Tax Withholding for Domestic and Foreign Consultants. All payments from Cornell to
Consultant under this Agreement may be subject to tax withholding. Cornell reserves the sole right and
discretion to withhold tax where it believes it is required to do so under the tax laws of any jurisdiction.
By accepting this Agreement, the Consultant is relinquishing all claims against Cornell for any amounts
withheld and remitted by Cornell to a tax authority. It is the Consultant’s sole responsibility to provide
Cornell with timely, complete, accurate, and legible forms and/or documents necessary to claim a
reduction or elimination of withholding taxes (e.g., Form W-8BEN). Cornell reserves the sole right and
discretion to make the determinations as well as whether such forms and/or documents are sufficient to
reduce or eliminate withholding tax on any payment to the Consultant.

7. Independent Contractor Status. Consultant is an independent contractor and not an employee,

partner, or joint venturer of Cornell. Consultant is not an agent of Cornell, nor is it authorized to transact
business, enter into agreements, or otherwise make commitments on behalf of Cornell, unless expressly
authorized in writing by an authorized representative of Cornell. Cornell will not pay or withhold federal,
state, or local income tax or other payroll tax of any kind on behalf of Consultant or its employees.
Consultant is not eligible for, not entitled to, and shall not participate in any of Cornell’s pension, health,
or other benefit plans. Consultant is solely responsible for the payment of all required payroll taxes,
whether federal, state, or local in nature, including, but not limited to income taxes, Social Security taxes,
Federal Unemployment Compensation taxes, and any other fees, charges, licenses, or payments required
by law.

8. Use of Cornell Data. Cornell shall retain, as between the parties, exclusive ownership of all data,
material, books, records, and information in any format or medium (including provided orally) submitted
or made available to Consultant by Cornell or by any other person acting on behalf of Cornell
(collectively, “Cornell Data”), unless otherwise publicly available. Subject to terms and conditions
contained in Section 11. Intellectual Property, Consultant is granted a limited, non-transferable, non-
sublicensable, nonexclusive license to use such Cornell Data solely for the purpose of performing its
obligations under this Agreement. Consultant will provide access to Cornell Data only to those Consultant
employees, subcontractors and agents who need to access the data to fulfill Consultant’s obligations under
this Agreement. Consultant shall not access or use Cornell Data to create aggregated or de-identified
data nor use Cornell Data as training data in generative artificial intelligence systems unless
directed by Cornell. Upon expiration or termination of this Agreement, Consultant will return to Cornell
in a readily usable format, remove, or securely delete or destroy, as directed by Cornell, all Cornell Data.

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9. Access to Data, Response to Legal Demands or Requests for Data.

9.1 Cornell shall have the right, at all times during the Term of this Agreement, to access, copy and/or
remove any and all Cornell Data and information from Consultant. In addition, in connection with
Cornell’s response to an e-discovery request or other legal proceeding, governmental request, or other a
claim or demand upon receipt of written request from Cornell, Consultant will provide Cornell with any
existing logs or other Cornell Data and information upon receipt of a written request from Cornell.

9.2 If Consultant (a) files a petition seeking to take advantage of any law relating to bankruptcy or
insolvency, (b) is adjudicated to be bankrupt, (c) is the subject of a petition seeking liquidation,
reorganization, winding-up, dissolution or adjustment of indebtedness, (d) becomes insolvent or makes an
assignment for the benefit of creditors, or (e) has a receiver appointed on its behalf, Consultant will return
in a readily usable format, remove, or destroy, as directed by Cornell, all Cornell Data and information.

9.3 Upon receipt of valid legal process (the “Legal Request”) seeking Cornell Data, Consultant will
attempt to redirect the requesting third party to Cornell and/or request that the third party notify Cornell of
its Legal Request. If Consultant’s redirecting efforts are unsuccessful, and provided Consultant is not
prohibited by law from doing so, Consultant will provide commercially reasonable notice to Cornell of
the Legal Request, prior to disclosure of any Cornell Data, which would include, to the extent permitted
by law, a copy of the Legal Request received by Consultant from the third party. Consultant will
thereafter respond to the Legal Request in the time permitted unless Cornell has taken appropriate legal
steps (e.g., Motion to Quash or Motion for a Protective Order) to stop or limit Consultant’s response.

9.4 If any legal process is served on Cornell to which Cornell intends to respond, then Consultant will
provide Cornell with access to any Cornell Data in Consultant’s possession together with any necessary
encryption keys. If Cornell is unable to access any Cornell Data using the tools and documentation
provided by Consultant, then, upon request, Consultant will provide commercially reasonable assistance
to enable Cornell to obtain the Cornell Data.

10. Confidentiality.

10.1 Consultant shall not directly or indirectly disseminate or otherwise disclose, deliver, or make
available to any person outside its organization any Confidential Information (as defined below) without
Cornell’s prior, express, written consent or as otherwise expressly permitted by this Agreement.
Consultant shall protect Confidential Information with the same degree of care used to protect its own
proprietary or confidential information from unauthorized use or disclosure, which shall not be less than a
reasonable degree of care. Consultant shall use Confidential Information solely for purposes of its
performance of the Services and shall not use Confidential Information for any other purpose without the
prior written consent of Cornell. Consultant may disclose Confidential Information only to persons within
its organization who have a need to receive such Confidential Information in order to perform
Consultant’s obligations under this Agreement and who are bound by confidentiality and non-use
obligations with respect to the Confidential Information in a manner that is consistent with the terms of
this Section.

10.2 Notwithstanding the foregoing, Consultant’s obligations with respect to Confidential Information
shall not apply to any information that: (a) is or becomes publicly available in a manner not involving
Consultant’s violation of this Agreement or any other agreement to which Consultant is a party; (b) was
known to Consultant at the time it was disclosed, other than by previous disclosure by or on behalf of
Cornell, as evidenced by Consultant’s written records at the time of disclosure; (c) is independently
developed by Consultant outside the scope of this Agreement without use of or reference to any
Confidential Information; or (d) is lawfully and in good faith made available to Consultant by third

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persons without the breach of any confidentiality obligation of which Consultant is or reasonable should
be aware.

10.3 As used in this Agreement, the term “Confidential Information” means all information disclosed
by or on behalf of Cornell to Consultant in connection with this Agreement or Consultant’s performance
of the Services, whether orally or in writing, that is designated as confidential or that reasonably should
be understood to be confidential given the nature of the information and the circumstances of
[Link] Information includes, without limitation, the terms of this Agreement; work
performed and deliverables provided by Consultant to Cornell pursuant to this Agreement; Cornell Data;
Cornell’s scientific, technical, trade or business information; information pertaining to Cornell’s
information security, physical security, network security, systems security, or staff security; Cornell’s
business, development, or construction needs, plans, methods, or proposals; and financial information.

10.4 If required by law or by order of a court of competent jurisdiction, then Consultant may disclose
Confidential Information to a governmental authority, provided that Consultant shall: (i) make reasonable
efforts to give Cornell notice of such requirement prior to disclosure (which must include a copy of any
applicable subpoena or order) in order to permit Cornell to obtain, at its own expense, protective
treatment of such Confidential Information and (ii) limit the disclosure only to such portion of the
Confidential Information that it is required by law or such court order to disclose. If Consultant breaches
its confidentiality obligations, Cornell shall have all rights available to it at law and in equity to enforce
the provisions in this Section including, but not limited to, applying to a court of competent jurisdiction
for specific performance and/or injunctive relief.

10.5 The obligations of this Section shall expressly survive the expiration or earlier termination of this
Agreement.

11. Intellectual Property.

11.1. Ownership.

11.1.1. Cornell shall own all information, deliverables, and other work product developed, created,
produced, or otherwise obtained by Consultant pursuant to this Agreement.

11.1.2. Any copyrightable work (“Work”) developed in the course of Consultant’s performance under
this Agreement shall be deemed “work made for hire” under federal copyright law and all interests in
such Work shall belong to Cornell. To the extent any such Work does not constitute a “work made for
hire” under copyright law, Consultant hereby grants, transfers, assigns, and conveys to Cornell and its
successors and assigns the entire right, title, and interest in the Work or any part of the Work, including
but not limited to, the right to: reproduce, prepare derivative works, distribute by sale, license or other
transfer, perform publicly, display, and to secure copyrights or patents and renewals, reissues, and
extensions of any such copyrights or patents in the United States of America or any foreign country.

11.1.3. Any patentable invention conceived or reduced to practice in the course of Consultant’s
performance under this Agreement shall be the property of Cornell, and Cornell has the right to secure
patents, reissues, and extensions of the same in the United States of America or any foreign country.
Whether a copyright or patent in the Work will be maintained or registered in the United States of
America or any foreign country shall be at the sole discretion of Cornell.

11.1.4. Consultant agrees to cooperate fully with Cornell in the preparation and execution of all
documents necessary or incidental to the assignment in this Section and the protection
and preservation of rights herein granted to Cornell. The obligations of this Section shall

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expressly survive the expiration or earlier termination of this Agreement.

11.1.5. Notwithstanding the foregoing, Consultant owns and shall retain ownership to all of its pre-
existing intellectual property, including all rights, title, and interest to inventive intellectual property
conceived or acquired by Consultant external to or pre-dating this Agreement consistent with U.S. patent
law (“Background IP”). Consultant agrees that Cornell may use Consultant’s Background IP in
connection with the Services. Consultant hereby grants to Cornell a perpetual, worldwide, non-exclusive,
non-terminable, fully transferable, royalty-free, fully paid up right and license to use any Background IP
incorporated into the Services or any deliverable. All Services and deliverables exclusive of Consultant’s
Background IP shall be owned by Cornell to the extent such remainder is functionally separable. Nothing
in this Agreement shall restrict Cornell from owning any ideas, concepts, know-how, techniques, or
experience developed by its personnel while carrying out the Services under this Agreement. This
Agreement does not give Consultant any rights, implied or otherwise, information, or intellectual
property, except as expressly stated in this Agreement.

11.1.6. If Consultant includes third-party owned assets in the deliverables (“Third-Party Assets”),
Consultant shall obtain all licenses for such Third-Party Assets from the rights holder for inclusion in the
deliverables. Upon Cornell’s request, Consultant will provide Cornell with the source from which it
obtained such Third-Party Assets and, as an alternative, Cornell may request to negotiate and obtain
licenses directly from the source of the Third-Party Assets if deemed necessary by Cornell.

11.2. Non-infringement Warranty. Consultant warrants and represents that the Services and all work
provided under this Agreement will not infringe, individually or collectively, any patent, copyright, trade
secret, or other proprietary right of any third party; and Consultant has no reason to believe that any
patent, copyright, trade secret, or other proprietary right of any third party may be infringed by
Consultant’s provision of the Services and any work under this Agreement.

12. Termination.

12.1 Termination for Convenience. Cornell may terminate this Agreement at any time without cause
upon thirty (30) days’ written notice to Consultant.

12.2 Termination for Cause. Either party may terminate this Agreement immediately upon notice for
the following reasons:

(i) the other party’s non-performance or other breach of the Agreement if not cured within thirty (30)
days.

(ii) Conflict of Interest between a Cornell employee and Consultant. For purposes of this Agreement, a
“Conflict of Interest” may be deemed present if, in Cornell’s reasonable judgment, a Cornell employee
who reviews, approves, or administratively manages this Agreement and/or a member of such Cornell
employee’s family has a significant financial interest in the Consultant, is directly involved in performing
obligations under this Agreement on behalf of Consultant, or receives any personal financial advantage or
compensation from this transaction. In this Section, the terms “family” and “significant financial interest”
have the same meaning as defined in the university conflicts of interest policy.

(iii) In the event of any suspension of payment or the institution of any proceedings by or against the
other party voluntary or involuntary, in bankruptcy or insolvency, or under the provisions of the Federal
Bankruptcy Act, or for the appointment of a receiver or trustee or an assignee for the benefit of creditors
of the property of the other party.

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13. Effect of Termination. In the event of termination, Consultant is obligated to provide Cornell
with copies of any and all Work in progress and complete Work created in the course and scope of this
Agreement on or before the date of termination. Except in the event of termination for cause, Consultant
shall be entitled to payment for Services performed to the satisfaction of Cornell prior to termination, if
any, and explicitly waives any right to additional or other amounts of any kind, including based on
quantum meruit or other similar theory.

14. Indemnification. Consultant shall release, defend, indemnify, and hold harmless Cornell and its
trustees, officers, agents, and employees from all liability, suits, actions, or claims of any character, name,
or description including reasonable attorneys’ fees, brought on account of any injuries or damage, or loss
(real or alleged) received or sustained by any person, persons, or property, arising out of the Services or
any other work provided under this Agreement, and/or Consultant’s failure to perform or comply with any
requirements of this Agreement, including, but not limited to, any claims for personal injury, property
damage, breach of warranty, or infringement of copyright, patent, or other proprietary right. Consultant
indemnifies Cornell, and its agents, officers, employees and trustees, and holds each harmless against any
fines, damages, assessments, or attorney fees in the event a court or administrative agency shall find that
Consultant or anyone or entity engaged through Consultant is an employee of Cornell. Cornell reserves
the right to retain whatever funds which would be due to Consultant under this Agreement until such
suits, action or actions, claim or claims for injuries or damages as aforesaid are settled and satisfactory
evidence to that effect furnished. These obligations shall expressly survive the expiration or earlier
termination of this Agreement.

15. Insurance.

15.1. Insurance Coverages. Consultant shall procure and carry insurance to financially support
indemnification of Cornell as provided herein, and shall provide certificates of such insurance, upon
request. Annual automatic renewals of the certificate(s) of insurance must be requested from the
Consultant’s insurance carrier and sent to Cornell upon the annual expiration date of the insurance
policies. For the Term of the Agreement, Consultant shall procure, at its sole cost and expense, the
insurance coverages in Appendix 1, Insurance Requirements.

15.2. Other Insurance-Related Requirements.

15.2.1. The limits of insurance stated in Appendix 1 for each type of insurance are minimum limits only;
if any policy provided by Consultant provides limits greater than those stated, then the additional insureds
will be entitled to the full limits of such policy and this Agreement shall be deemed to require such full
limits. Except with respect to Professional Liability, all policies shall contain a waiver of subrogation.
Consultant shall be responsible for all deductibles under its policies and all defense costs if its policies do
not cover such expenses.

15.2.2. All policies required to be maintained shall be issued by an insurance company licensed or
authorized to do business in New York State with a rating of A- VII or better by A.M. Best.

15.2.3. All contractors and subcontractors used by the Consultant to provide Services under this
Agreement shall be required to comply with the insurance requirements in this Agreement.

15.2.4. Insurance coverage in the minimum amounts shall not relieve the Consultant or any of its
subcontractors of any liability, nor shall it preclude Cornell from exercising any rights or taking such
other actions as are available to it under the law.

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15.2.5. A Certificate of Insurance is required evidencing all coverages outlined above prior to
commencement of work. Further, each policy shall contain provisions giving Cornell at least 30 days
written (10 days in the case of non-payment) notice of cancellation, non-renewal, or other change in
coverage.

15.2.6. Cornell reserves the right to require additional coverage or to increase limits depending upon the
liability exposure in the scope of work in this Agreement.

15.2.7. Cornell’s failure to enforce these requirements shall not be considered a waiver of the
requirements. Any changes to these requirements shall only be made in writing and agreed upon by all
parties.

15.2.8. Consultant shall not do or permit anything to be done that would invalidate the insurance policies
required herein.

16. Compliance with Applicable Laws and University Policies. The Consultant is subject to
applicable Cornell University regulations and policies, and all applicable federal, state, and local laws and
regulations. Further, Consultant, its employees, contractors and agents shall act at all times in a
professional and ethical manner, and shall not engage in harassing, retaliatory, or discriminatory behavior
of any kind. If Consultant violates any of these obligations or otherwise engages in behavior on Cornell
property that is considered to be detrimental to students or Cornell, or for any other reason in Cornell’s
sole discretion, Cornell shall have the right to terminate this Agreement without prior notice. Prior to
gaining access to Cornell’s facilities in order to perform Services, Consultant personnel will execute
Cornell’s document(s) required for access privileges and at all times act in compliance with Cornell’s
policies and procedures. Consultant and all individuals assigned by Consultant to a project under this
Agreement must comply with Cornell policies.

17. Equal Employment Opportunity. If Consultant is a federal subcontractor for Cornell, upon
request Consultant will provide to Cornell a copy of its written polic(ies) or other documentation to
comply with Section 503 of the Rehabilitation Act of 1973 (Section 503) and the Vietnam Era Veterans
Readjustment Assistance Act (VEVRAA) and implementing federal regulations.

18. Advertisement. Consultant may not use the name Cornell or any variation of the Cornell name,
including logos and trademarks of any kind, or those of any of Cornell’s colleges, divisions, departments,
or programs, for advertising or publicity purposes without first obtaining the written consent of Cornell in
each instance.

19. Inspection and Right to Audit. Cornell shall at all times have access to review the ongoing work
of Consultant for purposes of inspecting the same and determining that the Services are being performed
in accordance with the terms of this Agreement. Throughout the Term of this Agreement, and for a period
of three years after the later of final payment, expiration or termination, or longer if required by law,
Cornell, at its own expense, shall be entitled to perform, or to have performed by a third party of Cornell’s
choosing, during normal business hours and upon ten (10) days’ notice, an on-site audit of any and all
relevant records of Consultant necessary to permit Cornell to evaluate and verify Consultant’s compliance
with the requirements of this Agreement. Consultant grants Cornell permission to view and/or copy any
books, documents, records, data, and information (including data and information stored in electronic
form) of Consultant which relate to or have been used in connection with the performance of this
Agreement. Consultant also grants Cornell permission to interview Consultant’s staff and agents as part of
the audit. If applicable, Consultant agrees to provide Cornell with adequate and appropriate workspace for
conducting the audit. If Cornell, in its sole discretion, determines that an on-site audit is not necessary,
Consultant agrees to complete, within thirty (30) days of receipt, an audit questionnaire provided by

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Cornell. Consultant shall refund to Cornell any overcharges discovered by Cornell, or by a third party of
Cornell’s choosing, within thirty (30) days following Consultant’s acceptance of Cornell’s written
notification of audit findings. Consultant may not unreasonably withhold or delay acceptance of audit
findings. Consultant shall include this audit provision in any subcontracts that it may issue under this
Agreement.

20. FERPA and HIPAA Compliance.

20.1. FERPA. To the extent that performance of the Services under this Agreement involves disclosure
to Consultant of personally identifiable information from student education records protected by the
Family Educational Rights and Privacy Act (FERPA) (“Student Information”), the following obligations
shall apply. Consultant acknowledges that for the purposes of this Agreement, it will be designated as a
“school official” with “legitimate educational interests” in the Student Information, as those terms have
been defined under FERPA and its implementing regulations, and Consultant agrees to abide by the
limitations and requirements imposed by 34 CFR 99.33(a) on school officials. Consultant will use Student
Information only for the specific purpose of fulfilling its obligations under this Agreement. Consultant
may not disclose Student Information to or share any Student Information with any other party or for any
other purpose without the prior written consent of the student. Without limiting the foregoing, Consultant
will not use such information for Consultant’s own benefit or engage in “data mining” of Cornell Data or
communications, whether through automated or human means, except as necessary to fulfill its specific
obligations under this Agreement. Consultant agrees that prior to releasing any Student Information to any
subcontractor or agent, Consultant will require such subcontractor or agent to agree in writing to terms
substantively similar to the obligations in this Section. Promptly following the termination or expiration
of this Agreement, Consultant shall return to Cornell or certify in writing to Cornell the destruction of all
Student Information (including that provided to or obtained by its subcontractors or agents) disclosed to
Consultant in connection with this Agreement.

20.2. HIPAA. If Cornell determines that Consultant’s performance under this Agreement requires
compliance with the Health Insurance Portability and Accountability Act (HIPAA), Consultant agrees to
enter into any and all additional documents or amendments Cornell deems necessary to address HIPAA
compliance, including, without limitation, a Business Associate Agreement in substantially the form
provided by Cornell.

21. Compliance with Personal Data Protection and Privacy Laws. Consultant will comply in all
respects with applicable laws and regulations relating to privacy and the collection, processing, and use of
personal data, including those of the United States and any other country to the extent applicable to the
processing of personal data under this Agreement (together, the “Privacy Laws”). Consultant agrees to
process personal data for which Cornell is the controller (as defined under any applicable Privacy Law)
only to the extent necessary to perform its obligations under this Agreement, and to implement and
maintain appropriate technical and administrative safeguards (as defined in the applicable Privacy Laws)
to prevent the unauthorized access, use or disclosure of such data. Consultant further agrees to allow
Cornell staff or representatives to examine such measures upon request, and to take all reasonable steps to
ensure the reliability of any Consultant personnel who will have access to personal data. Without
prejudice to Consultant’s obligations set out above, Consultant will report to Cornell within forty-eight
(48) hours any loss, damage, or destruction of any personal data processed under this Agreement for
which Cornell is a controller, regardless of whether such personal data constitutes Cornell Data. If
required or deemed advisable for compliance with the Privacy Laws, then Cornell and the Consultant
agree to execute Cornell’s Personal Data Processing Agreement (PDPA) or other required documentation
under applicable Privacy Laws. For purposes of this Section, “personal data” means information relating
to an identified or identifiable individual, and an “identifiable individual” means one who can be
identified, directly or indirectly, by use of any identifier or characteristic specific to that individual.

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22. Export Control Compliance. Consultant acknowledges that it is subject to U.S. export control
laws and regulations (collectively, “Export Control Laws”), which include (without limitation) the
International Traffic in Arms Regulations (“ITAR”), the Export Administration Regulations (“EAR”), and
regulations and orders administered by the Treasury Department’s Office of Foreign Assets Control
(“OFAC Regulations”). Consultant agrees to comply with all Export Control Laws. Consultant shall not
disclose any technology or technical data subject to Export Control Laws unless and until a plan for the
transfer, use, dissemination, and control of the information has been approved in writing by Cornell’s
Export Control Office. Furthermore, Consultant represents and warrants that it is not an entity or
individual identified on, or owned by a party identified on, any denied or restricted party list under Export
Control Laws.

23. Force Majeure. A Party shall be excused from liability for its failure or delay in performance of
an obligation under this Agreement to the extent the failure or delay results from causes beyond that
party’s reasonable control including, but not limited to, a fire, a flood, an explosion, an earthquake, a
natural disaster or any other act of God, as well as a pandemic, an epidemic, a recognized health threat as
determined by any federal, state or local government or quasi-governmental authority (including the
federal Centers for Disease Control), civil unrest, a strike or labor disturbance, war or threat of war,
terrorism or a threat of terrorism, a governmental or quasi-governmental order or directive to “shelter in
place”, or any other event, occurrence, order or directive similar to those enumerated above (each, a
“Force Majeure Event”). A Force Majeure Event may also include a then-current order, policy, rule or
regulation imposed by Cornell University based upon the health and safety of its student body, faculty,
staff and/or broader community. A party seeking to rely on this provision shall (i) use reasonable diligence
to remove the condition that prevents performance and shall not be entitled to suspend performance of its
obligations in any greater scope or for any longer duration than is required by the Force Majeure event,
(ii) use its commercially reasonable efforts to mitigate the effects of such Force Majeure Event, remedy
its inability to perform, and resume full performance of its obligations under this Agreement, and (iii)
promptly provide notice of failure or delay in performance due to a Force Majeure Event to the other
party, including anticipated impact on performance and efforts to mitigate the failure or delay. The party
shall provide such notice within ten (10) days prior to the required performance unless the circumstances
and/or conditions giving rise to the Force Majeure Event necessitate a shorter notice period.

24. Gramm-Leach-Bliley. Consultant represents that its management and storage of Cornell Data
shall in all respects, including, without limitation, administrative, physical and technical aspects, meet the
privacy and security standards set forth in Gramm-Leach- Bliley Act, 15 U.S.C. sections 6801-6809
(“GLBA”) and its implementing regulations. Without representing that it is subject to GLBA, Consultant
understands that it may have access under this Agreement to Cornell financial information and other
nonpublic personal information protected by law. To assist Cornell in meeting Cornell’s GLBA
obligations, Consultant will implement, maintain, and use appropriate administrative, technical, and
physical security measures to protect the confidentiality and integrity of all electronically maintained or
transmitted Cornell Data.

25. Notices. All notices given or required to be given pursuant to this Agreement shall be in writing
and shall be deemed sufficient upon: (i) personal delivery; (ii) delivery by email with confirmation of
receipt; or (iii) the third business day after first class certified mailing, in each case to the addresses first
written above or to such other address as may be specified in writing by the parties for notice purposes.

26. Effective Date. The effective date of this Agreement shall be the later of the two dates of
signature below.

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27. Waiver. A delay or failure by either party to exercise any right under this Agreement will not
constitute a waiver of that or any similar or future right.

28. Authority; Binding Agreement. Each party warrants that: (a) it has all requisite power and the
authority to enter into this Agreement; (b) it is not under, and will not enter into, any obligation to any
person or entity, contractual or otherwise, that is conflicting or inconsistent in any material respect with
the terms of this Agreement or that would impede the diligent and complete fulfillment of its obligations
under this Agreement; and (c) entering into this Agreement is not restricted or prohibited by any existing
agreement to which it is a party. This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective permitted successors and permitted assigns.

29. Severability. In the event that any provision of this Agreement is held to be invalid, illegal, or
unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the
remaining provisions of this Agreement will remain in full force and effect.

30. Assignment. Consultant may not assign, transfer, or delegate any of or all of its rights or
obligations under this Agreement, voluntarily or involuntarily, including by change of control, merger,
operation of law, or any other manner, without the express prior written permission of Cornell. Any
purported assignment or delegation in violation of this Section shall be null and void.

31. Governing Law; Dispute Resolution; Jurisdiction. This Agreement will be interpreted under,
and be governed by, the laws of the State of New York, without regard to its conflict of laws principles.
The parties shall strive to settle amicably, in good faith, and with due diligence any dispute arising from
or relating to this Agreement. The parties agree if such attempts to resolve a dispute are unsuccessful, then
any claims, suits, actions, or proceedings between the parties arising in whole or in part under or in
connection with this Agreement will be brought in the state courts of Tompkins County, New York or the
federal district court for the Northern District of New York. Each party irrevocably consents to personal
jurisdiction and exclusive venue in such courts and waives any related claim of improper forum.

32. Entire Agreement. This Agreement, including all incorporated appendices, exhibits, and
attachments, represents the entire understanding of the parties and may not be modified except by written
agreement of the parties and supersedes all prior written and/or oral agreements. Any terms or conditions
on Consultant’s quote, invoice, statement of work, or other similar document related to this Agreement,
including any online terms or click-through agreements, are expressly rejected and are deemed void. This
Agreement may be executed in counterpart signatures. In the event of a conflict between the terms in this
Agreement and the terms of any other agreement, including a purchase order, the terms in this Agreement
shall control.

(Appendix, Schedules, and Signature Page Follow)

10
Professional Services Agreement -Cornell Rev. 4/28/2025
 APPENDIX 1
INSURANCE REQUIREMENTS

At all times during the Term of this Agreement, Consultant will procure and maintain the following
insurance coverages:

A. Statutory Worker’s Compensation Insurance: under the laws of the State of New York and any
other laws that may be applicable thereto. Coverage “B” Employers’ Liability must have limits
of at least $1,000,000 per accident for bodily injury and disease. Where permitted by law and
allowed by insurance, the Consultant’s policy shall be specifically endorsed to waive any rights of
subrogation against Cornell, its subsidiaries, and its directors, officers, and employees. For
Longshore, Harbor, or Maritime Workers the policy shall be endorsed to include United States
Longshore and Harbor Workers Compensation Act (USL&H) and/or Jones Act insurance.
B. Commercial General Liability Insurance: subject to at least $1,000,000 each occurrence and
$2,000,000 aggregate. Coverage must be provided for Bodily Injury Liability, Broad Form
Property Damage Liability, Contractual Liability, and Products-Completed Operations coverage.
Completed Operations coverage is to be maintained for a minimum period of three (3) years after
completion of the Agreement. The policies shall be primary and non-contributory. Cornell
University shall be included as an additional insured in the policy utilizing additional insured
endorsements CG 20 10 07 04 and CG 20 37 07 04 or their equivalents. Coverage shall not
contain exclusions for claims related to (New York) labor law. Consultant must expressly hold
harmless, defend and indemnify Cornell as an additional insured for any suits referencing or
seeking recovery under New York Labor Law §§ 200, 240, 240(1), 241, 241(6) and any related
sections, and their insurance certificate or accompanying letter from an authorized representative
must specifically state the same.) For services involving minors, the Commercial General
Liability policy shall provide coverage for any incidents related or connected to or arising out of
sexual misconduct, sexual molestation, sexual or physical assault, or abuse subject to $1,000,000
separate limit per occurrence and $2,000,000 aggregate separate limit, and the corresponding
certificate of insurance must indicate as such.
C. Automobile Liability Insurance: (based on scope of Services, Merchandise and/or materials)
subject to limits of not less than $1,000,000 combined single limit for each accident. Such
Automobile Liability Insurance shall be for all owned, non-owned, and hired automobiles.
(Cornell requires limits of $5,000,000 for any bus charter-related services. Aircraft or watercraft
travel that is not a ticketed event (e.g., charters) requires higher insurance limits and pre-
approval from Cornell Risk Management and Insurance.)
D. Umbrella/Excess Liability Insurance: subject to at least $5,000,000 per occurrence and follow-
form of the primary General Liability, Automobile Liability, and Employers Liability policies.
These policies shall contain an endorsement stating that any entity qualifying as an additional
insured on the insurance stated in the Schedule of Underlying Insurance shall be an Additional
Insured on the Umbrella/Excess liability policy and that they apply immediately upon exhaustion
of the insurance stated in the Schedule of Underlying Insurance as respects to the coverage
afforded to any additional insured.
E. All Risk Property Insurance: providing replacement cost coverage for any property damage to
the Consultant’s property which is caused by a loss of any kind and description to any property
brought onto Cornell University premises. The Consultant agrees to waive on behalf of itself and
its insurance company subrogation against Cornell for any loss or damage, which is covered or
should be covered by this insurance.
F. Professional Liability/Errors & Omissions Insurance: subject to $1,000,000 per
claim/$3,000,000 aggregate covering the activities of the Consultant. The coverage must be
maintained during the Term of this Agreement and at least three (3) years following its

Appendix 1-1
Professional Services Agreement -Cornell Rev. 4/28/2025
 completion or earlier cancellation. Consultant’s policy will provide a carve-back to the “Insured
versus Insured” exclusion for claims brought by or on behalf of additional insureds.
G. Liquor Liability Insurance: (based on scope of Services, Merchandise and/or materials) with a
minimum of $1,000,000 per occurrence.
H. Crime Insurance: (based on scope of Services, Merchandise and/or materials) subject to at least
$1,000,000 per occurrence.
I. Environmental Liability Insurance: (based on scope of Services, Merchandise and/or
materials) with a minimum of $5,000,000 per occurrence. The coverage must be maintained
during the Term of this Agreement and at least three (3) years following its completion or earlier
termination.
J. Cyber and Technology Products & Services Liability insurance: (based on scope of Services,
Merchandise and/or materials) with limits of not less than $5,000,000 for each wrongful act, that
provides coverage for:
1. Liability for network security failures or privacy breaches, including loss or unauthorized
access, use or disclosure of Cornell Data, whether by Consultant or any of subcontractor or
cloud service provider used by Consultant;
2. Costs associated with a privacy breach, including notification of affected individuals,
customer support, forensics, crises management/public relations consulting, legal services
of a privacy attorney, credit monitoring and identity fraud resolution services for affected
individuals;
3. Expenses related to regulatory compliance, government investigations, fines,
fees/assessments and penalties;
4. Liability for technological products and services;
5. PCI fines, fees, penalties and assessments;
6. Cyber extortion payment and response costs;

If the Cyber Liability policy is written on a claims-made basis and non-renewed at any time
during the Term of this Agreement, the Consultant shall purchase an Extended Reporting Period
for at least a two-year period. The Consultant’s policy will provide a carve-back to the “Insured
versus Insured” exclusion for claims brought by or on behalf of additional insureds.

Appendix 1-2
Professional Services Agreement -Cornell Rev. 4/28/2025
 Schedule A
SCOPE OF SERVICES

☐ See attached (check if document attached)

Project Description, Work Scope, and Deliverables:

Schedule A-1
Professional Services Agreement -Cornell Rev. 4/28/2025
 Schedule B

PROJECT TIMETABLE AND TASK DESCRIPTION

☐ See attached (check if document attached)

Detail and explanation of the agreement between Cornell and

Consultant: Completion Date:

Schedule B-1
Professional Services Agreement -Cornell Rev. 4/28/2025
Schedule C

PAYMENT AMOUNT AND SCHEDULE

☐ See attached (check if document attached)

Payment Amount and Schedule: (Specify assigned consultant(s), hourly rate(s), and/or per project
amount(s), estimated total hours, term of assignment (if applicable):

Schedule C-1
Professional Services Agreement -Cornell Rev. 4/28/2025
Schedule D

CONSULTANT’S PERSONNEL

☐ See attached (check if document attached)

List of Consultant’s Personnel:

List of Cornell’s Representative(s):

Schedule D-1
Professional Services Agreement -Cornell Rev. 4/28/2025
In witness whereof the parties hereto have caused this Agreement to be executed by their
respective duly authorized representatives.

Company Name:

Signature: ______________________________________________________
Signature Date: ______________________________________________________
Print Name: ______________________________________________________
Title: ______________________________________________________
Phone: ______________________________________________________
Email: ______________________________________________________
Address: _______________________________________________________________________

Cornell University Procurement Services:

Signature: ______________________________________________________
Signature Date: ______________________________________________________
Title: Procurement Agent
Email: ___________________@[Link]
Address: 377 Pine Tree Road, Ithaca, NY 14850
Purchase Order #: _____________________________