Revised March 2012
Acceptance of this order by acknowledgement, shipment of material, submittal of invoice or other performance shall be unqualified, unconditional and subject to these Terms and Conditions. Customer shall perform the services or provide the material(s) in accordance with the terms, conditions, quantities and description set forth in this Purchase Order. This Purchase Order may only be changed by written agreement signed by each of the parties.
You agree to indemnify, defend and hold IEEE harmless from and against any and all claims, costs, damages, expenses and liabilities, including attorney fees and costs, resulting from, arising out of or in connection with your performance or breach of this Agreement. The terms of this provision shall survive the termination of expiration of this Agreement.
Any information collected, compiled, analyzed, produced or otherwise obtained or stored in the course of performance of this purchase order shall be treated as confidential and shall be the sole and exclusive property of IEEE, which shall have full ownership of such confidential information unless otherwise agreed to in writing. You shall not disclose any such Confidential Information to any third party without first obtaining written consent from IEEE, and shall ensure that all of your subcontractors comply with this obligation. Confidential Information and any and all copies and reproductions thereof shall, upon the expiration or termination of this purchase order for any reason or within fifteen (15) days of written request by IEEE, be promptly returned to it, or in the alternative, destroyed upon IEEE’S written request. You shall ensure that all of your subcontractors comply with this obligation. You shall provide to IEEE written certification of compliance within fifteen (15) days of such written request.
IEEE is an Equal Employment Opportunity employer and as a federal contractor, is subject to the laws and regulations set forth in Executive Order 11246, Equal Employment Opportunity; 41 C.F.R. Chapter 60, Office of Federal Contract Compliance Programs, Sections 503 and 504 of the Rehabilitation Act of 1973, as amended, Vietnam Era Veteran’s Readjustment Assistance Act of 1974; Executive Order 11625, National Program for Minority Business Enterprises; plus all related compliance reporting requirements. As part of IEEE’s compliance with the laws and their implementing regulations, You, as a contractor doing business with IEEE, shall complete Equal Employment Opportunity Compliance Certification and return the executed form to IEEE upon entry into this purchase order.
IEEE may, at its discretion, require your employees to exhibit appropriate identification credentials, which the IEEE may issue, in order to gain admittance to IEEE premises for the performance of the work or services requested. If, for any reason, any of your employees or subcontractors’ employees, are no longer performing work for the IEEE, you shall immediately inform the IEEE Administrative Services Operations Manager in New Jersey or the Office Services Manager in New York. Prompt delivery to the IEEE Representative of the Identification credentials involved, shall follow notification.
All work performed by you in connection with the material or services described on the face page of this order, is to be performed by you as an independent contractor and not as agent of the IEEE. All persons furnished by you shall be considered solely your employees or agents and you shall be responsible for payment of all unemployment, social security and other payroll taxes required by federal, state and local laws, including contributions from them when required by law. If you are doing business as an unincorporated entity, you will be required to sign an Independent Contractors Agreement specifying the scope of work, the compensation therefor and other terms and conditions relevant to the work agreed upon. Pursuant to IRS regulations, the IEEE is required to report payments under your Social Security or Taxpayer’s Identification Number.
You shall notify IEEE at least fourteen (14) days in advance of any change of ownership or management, or intent to initiate Chapter 11/other bankruptcy proceedings, or any other change which might materially affect implementation of this Agreement, including but not limited to a change of ownership or management of any subcontractor.
Except as modified or rescinded by a written document signed by you and the IEEE, you agree to maintain during the duration of the period covered by this agreement all insurance and for bonds required by law or this agreement including the following: (1) Workers compensation and related insurance as prescribed by the laws of the state in which the work is performed; (2) Employer’s liability insurance with limits of at least $100,000.00 for each occurrence; (3) General liability for bodily injury of $1 million per person per occurrence and property damage of $1 million per occurrence. The general liability coverage should include the following endorsements: contractors liability; completed operations and products liability; (4) Automobile liability if a vehicle is necessary for the performance of the work or delivery of the product, to cover $1 million per person per occurrence for bodily injury and $1 million per occurrence for property damage. You will furnish evidence of such coverage with a copy of the appropriate Certificate of Insurance, identifying the IEEE, 3 Park Avenue, New York, NY 10016, as an additional insured under your policies.
The construction, interpretation and performance of this purchase order shall be governed by the laws of the State of New York. Unless termination of this Agreement has been declared, you shall be under the obligation to continue to perform your obligations under this Agreement while the parties seek to resolve any dispute. Except for matters in which injunctive relief is sought, any controversy or claim arising out of or relating to this Agreement or the breach thereof may be submitted to non-binding mediation, the terms and conditions of which shall be mutually agreed to by the parties.