Total Award                                                                    $1,500.00      

Table B: NRI Invoice Processing Schedule

Each party agrees to indemnify, defend and hold the other party, its officers, affiliates, owners, directors, Contractors, agents and employees harmless from claims, liabilities, and causes of action asserted against the Indemnified Party by reason of the acts, omissions, or neglect of the Indemnifying Party or its employees or agents, EXCEPT TO THE EXTENT SUCH CLAIMS, LIABILITIES, AND CAUSES OF ACTION ARE PARTLY OR WHOLLY THE RESULT OF THE INDEMNIFIED PARTY’S NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTY.

All Intellectual Property made, developed, conceived, first reduced to practice, fixed in any tangible medium of expression, or created independently by Contractor, without any contribution from BT of any kind during the term of this Agreement, will be the sole and exclusive property, including the entire right, title and interest of Contractor. Similarly, all Intellectual Property made, developed, conceived, first reduced to practice, fixed in any tangible medium of expression, or created independently by BT without any contribution, Agreement or compensation from Contractor of any kind during the term of this Agreement, will be the sole and exclusive property, including the entire right, title and interest, of BT. Should the Parties wish to enter into an agreement to jointly own Intellectual Property jointly created under this Agreement, they may choose to do so in a subsequent agreement.

Contractor will provide and maintain liability insurance throughout the Term of this Agreement with minimum coverage of $1,000,000. Prior to the commencement of services, Contractor will have its insurance carrier(s) furnish an insurance certificate(s) to BT evidencing the amount of coverage in effect and the expiration date of the policy.

Contractor will not disclose confidential information belonging to, or obtained through, its affiliation with BT, to any person, including Contractor’s (as individuals) relatives, friends, and business and professional associates, unless BT has authorized disclosure. All information concerning programs, students, students’ families, partners and clients, BT staff, volunteers, financial data, and business records of BT is confidential. This policy is not intended to prevent disclosure where disclosure is required by law. Failure to adhere to this policy will be considered a breach of contract and may result in suspension or termination of this Agreement by BT. Within ten business days of the expiration and non-renewal of this Agreement (a) Contractor will destroy and/or return all confidential information to BT, and (b) BT will remove Contractor’s access from any accounts that provide access to confidential information. The obligations in this paragraph survive expiration or termination of this Agreement.

Contractor will not use BT’s name, logos or the images of any of BT’s employees, Contractors, partners, board members or other BT affiliates in any form of publicity without the prior written permission of BT.  Nothing contained herein allows BT to use the name, logos or images of the Contractor without prior written permission of the Contractor.

BT and Contractor agree that Contractor will act as an independent contractor in the performance of its duties under this Agreement. Accordingly, Contractor shall be responsible for payment of all taxes including federal, state and local taxes arising out of Contractor’s activities in accordance with this Agreement, including by way of illustration, but not limitation, federal and state income tax, social security tax, unemployment insurance taxes, and any other taxes or business license fee as required. Contractor shall not: (1) make contracts or commitments (either express, implied or apparent) or incur debts, obligations or liabilities on behalf of BT; or (2) make any warranties to third parties regarding the services of BT other than those set forth in this Agreement.

Either party has the right to terminate this Agreement immediately if: 1) the other party has materially breached the Agreement and fails to cure such breach within fifteen (15) days of receipt of written notice by the non-breaching party or 2) if the terminating party reasonably believes that confidential student information has been disclosed or students have been placed at risk by the activities contemplated by this Agreement.  BT can terminate this Agreement with fifteen (15) days’ notice if it determines that it no longer desires Contractor’s services.  Any amounts due for services provided to the date of termination will be paid by BT.  Any amounts paid to Contractor for services not yet provided at the date of termination will be refunded to BT by Contractor.

This Agreement is entered into by both parties and subject to all applicable local, state and federal laws, rules, and regulations.

Neither party shall be responsible for any default or delay in the performance of its obligations under this Agreement occurring by reasons or circumstances beyond its control, if and to the extent such default or delay is caused, directly or indirectly, including, without limitation, by fire, flood, earthquake, national emergencies, elements of nature or acts of God, riots, civil disorders, acts of terrorism, epidemics, pandemics, government orders, failure of transportation, communication or power supply, or any similar cause beyond the reasonable control of such Party ("Force Majeure Event"), provided that the non-performing Party is without fault in causing such default or delay and the non-performing party agrees to use commercially reasonable efforts to recommence performance as soon as possible.

As applicable, Contractor is responsible to BT for compliance with all rules and regulations promulgated under the Federal Safety and Health Act of 1970 during the scope of Contractor’s performance of this Agreement. Contractor shall indemnify and hold harmless BT for fines, penalties, and/or corrective measures that result from acts or omissions by Contractor, its agents, employees, and Contractor staff and volunteers in failing to comply with such safety rules and regulations.

Contractor is subject to the EEO Clause in Section 202 of Executive Order #11246, as amended by Executive Order # 11375, and the applicable rules and regulations of the Equal Employment Opportunity Commission, and other Federal and State laws and regulations pertaining to equality of opportunities and affirmative action policies.

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Proper venue for a dispute arising out of this Agreement will be in Dallas County, Texas. In the event of a dispute, the parties agree that the exclusive dispute resolution procedure will be, first, mediation, then binding arbitration should mediation not result in a settlement. Both mediation and arbitration will take place exclusively in Dallas County, Texas.  

In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Agreement shall be considered as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement.

This Agreement embodies the entire Agreement of both parties, superseding all oral or written previous and contemporary agreements between the parties relating to matters set forth in this Agreement. Except as otherwise provided elsewhere in this Agreement, this Agreement cannot be modified without written supplemental agreement executed by both parties.