Fee-for-service agreement

Example template

Board of Regents of the Nevada System of Higher Education on behalf of the University of Nevada, Reno, Office of the Vice President for Research and Innovation, Nevada Center for Applied Research (NCAR)

This Fee-for-Service Agreement, herein referred to as “Agreement”, is made between the Board of Regents of the Nevada System of Higher Education on behalf of the University of Nevada, Reno, Nevada Center for Applied Research, herein referred to as "University," and “Business Entity.”

IN CONSIDERATION of the matter described above and for mutual benefits and obligations set forth in this Agreement, the University and Business Entity (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

Point of contact, address and phone number:

  1. Point of contact, address and phone number:
    For Business Entity:
    (Name, title, address and phone number required)

    For University Department/Activity:
    Rebecca Albion
    Shared Research Facilities Coordinator
    Nevada Center for Applied Research
    University of Nevada, Reno, MS 0525
    Reno, NV 89557
    (775) 784-4781

  2. Statement of Work. The University agrees to provide the following service(s) (attach additional pages if necessary) (collectively, the “Work”):

  3. Principal Investigator. This Work will be supervised by _______(“Principal Investigator”). If for whatever reason, Principal Investigator is unable to continue to develop this project and a successor, acceptable to both University and Business Entity is not available, this Agreement shall be terminated as provided in Article 4.

  4. Termination.
    1. Either Party may terminate this Agreement for convenience and without cause at any time upon the giving of at least seven (7) days’ prior written notice to the other Party.
    2. In the event that either Party hereto shall commit any breach of or default in any of the terms or conditions of this Agreement, and also shall fail to remedy such default or breach within thirty (30) days after receipt of written notice thereof from the other Party hereto, the Party giving notice may, at its option and in addition to any other remedies which it may have at law or in equity, terminate this Agreement by sending notice of termination in writing to the other Party to such effect, and such termination shall be effective as of the date of the receipt of such notice.
    3. Upon termination for any reason, University will be reimbursed for all costs and non-cancelable commitments incurred in the performance of the Work and not yet paid for.


  5. The University agrees to provide the Work described above within ______ from the date the Agreement is fully executed by both Parties hereto, but in no event shall this Agreement exceed two (2) years. Estimated delivery date for the Work is ________.

  6. Business Entity shall pay University the fee of up to and no more than _______ for the Work described above. Payment shall be made in accordance with the following schedule:
    • _______ % due upon execution of the Agreement;
    • _______ % % due _______ days from the start date of the Work;
    • _______ % % due _______ days days after period of performance ends.
    Make checks payable to “Board of Regents” and send to University at the address listed above.

  7. Business Entity shall indemnify, defend (with counsel of University’s choosing), and hold harmless University and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages to person or property, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which directly or indirectly results from or arise out of any act or omission of Business Entity, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

  8. To the extent limited in accordance with NRS 41.0305 to NRS 41.039, the University shall indemnify, defend, and hold harmless Business Entity and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages to person or property, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which directly or indirectly results from any act or failure to act by the University or any of its officers or employees, which may occur in connection with this Agreement. The University will assert the defense of sovereign immunity as appropriate in all cases, including malpractice and indemnity actions. The University’s indemnity obligation for actions sounding in tort is limited in accordance with the provisions of NRS 41.035.

  9. Intellectual Property. The Parties retain ownership of any intellectual property created prior to the effective date and no license to such is implied. In the event that new intellectual property is created during the term of this Agreement, ownership of such intellectual property shall follow inventorship or authorship. Intellectual property created solely by Business Entity shall be owned by Business Entity. Intellectual property created solely by University personnel shall be owned by University. Intellectual property created by both Business Entity and University personnel shall be jointly owned and the Parties shall negotiate in good faith the management and disposition of such intellectual property.

  10. Proprietary Data. Except as otherwise required by law, including but not limited to pursuant to a valid court order or as required under the Nevada Public Records Act, University will exercise reasonable efforts to maintain in confidence proprietary information disclosed or submitted to University by Business Entity that is designated in writing as confidential information at the time of disclosure ("Confidential Information"). Confidential Information does not include information which:
    • May be available in the public domain or becomes available to the public through no act of the University;
    • Is independently known prior to receipt thereof or is discovered independently by an employee of the University who had no access to the information supplied by the Business Entity under this Agreement; or
    • Is made available to the University as a matter of lawful right by a third party.
    University retains the right to refuse to accept any such information which is not considered to be essential to the completion of the Work. The obligations of the University under this paragraph shall survive and continue for one (1) year after this Agreement ends.

  11. Neither Party shall use the name of the other, or that of any of its trustees, officers, faculty, students, employees, or agents, or any trademark owned by the other in any advertising or other form of publicity without the advanced written permission of the other Party. Notwithstanding the foregoing, University may disclose the existence of this Agreement in a press release, on-line, or otherwise, throughout the life of this Agreement with the prior written approval of the Business Entity, such approval not to be unreasonably withheld. Further, the Parties agree to cooperate with each other in preparing, reviewing, and approving such disclosures either Parties’ approval for each disclosure not to be unreasonably withheld.

  12. No University Representations or Warranties: UNIVERSITY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE WORK OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND HEREBY EXCLUDES ANY WARRANTY OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. THE WORK IS PROVIDED “AS IS”. BUSINESS ENTITY AND ITS EMPLOYEES USE THE WORK AT THEIR OWN RISK.

  13. Notwithstanding anything to the contrary contained in this Agreement, and to the maximum extent permitted by law, in no event will University be responsible or liable to Business Entity for any incidental damages, consequential damages, exemplary damages of any kind, lost goodwill, lost profits, lost business, and/or any indirect economic damages whatsoever regardless of whether such damages arise from claims based upon contract, negligence, tort (including strict liability or other legal theory), or a breach of any covenant (express or implied) of this Agreement, and regardless of whether University was advised or had reason to know of the possibility of incurring such damages in advance.

  14. This Agreement is subject to and shall be interpreted in accordance with the laws of the State of Nevada. All parties hereto consent to the personal jurisdiction of any state or federal court of competent jurisdiction located in Washoe County, Nevada and to the service of process by any means authorized by any such state or federal court or under the laws of the State of Nevada. Venue for any legal dispute shall be Washoe County, Nevada.

  15. This Agreement shall be binding upon and inure solely to the benefit of the Parties, and shall not be assignable by either Party without the prior written consent of the other Party.

  16. If either party is delayed or prevented from the performance of any act required hereunder (excluding Business Entity’s payment obligations) by reason of acts of God, strikes, lockouts, labor troubles, civil disorder, terrorism (including but not limited to hacking), acts of war, severe weather, inability to procure materials, restrictive governmental laws or regulations, or other cause without fault and beyond the reasonable control of the party, performance of such act shall be excused for the period of delay.

  17. In the event no funds or insufficient funds are appropriated and budgeted or are otherwise available to the University in any fiscal period for obligations due from the University under this Agreement, including but not limited to providing the Work, then this Agreement shall terminate on the last day of the fiscal period for which appropriations were received, without penalty, charge, or expense to the University of any kind whatsoever. University agrees to provide written notice to Business Entity of this eventuality, should it occur.

  18. Export Controls: Business Entity further expressly acknowledges and agrees that:
    1. Business Entity shall comply with all applicable United States and foreign laws and regulations controlling the export of technical data, computer software, laboratory prototypes, and all other export controlled commodities;

    2. Business Entity accepts full responsibility for ensuring appropriate controls, including the implementation of effective technology control plans as applicable, with respect to the work it undertakes in connection with this Agreement that is subject to U.S. export control laws including, but not limited to the International Traffic in Arms Regulations and the Export Administration Regulations;

    3. University Work, services, materials, equipment, or facilities utilized in the fulfillment of this Agreement will not be used for a purpose prohibited by applicable export control laws, including those related to nuclear, chemical, or biological weapons proliferation, and missile technology.

    4. Business Entity shall not, directly or indirectly, re-export any controlled commodities to which it gains access under this Agreement, unless the required authorization and/or license is obtained from the proper government agency(ies) prior to export;

    5. Business Entity shall not provide University with any export-controlled items (e.g., commodities, software, information, or technology) without sufficient prior written notice and information, including Export Controlled Classification Numbers (ECCNs) for EAR-controlled items, U.S. Munitions List (USML) categories if ITAR-controlled, or other relevant identifying information. In the event it is necessary to disclose technical data that are regulated under export controls, Business Entity shall clearly mark such data as “Export Controlled.”

    6. Business Entity shall guarantee that its research under this Agreement will not include the participation, at any level, of companies and/or persons on the Denied Persons List; the Unverified List; the Entity List; the Specially Designated Nationals List; the Debarred List; or the Nonproliferations Sanctions List; and

    7. Without limiting to the indemnification requirements contained in Section 7, Business Entity shall indemnify, defend (with counsel of University’s choosing), and hold harmless University and its respective affiliates, officers, agents, employees, and permitted successors and assigns from and against any and all liabilities, penalties, fines, claims, losses, costs, lawsuits, judgments, and/or expenses, including attorney fees, arising either directly or indirectly from its violation of ITAR, EAR, and/or any other export control regulation mandated by federal law. This indemnification will survive the termination of this Agreement.


  19. Nothing in this Agreement shall be deemed in any way to create between the Parties hereto any relationship of partnership, joint venture, or association, and the Parties hereto hereby disclaim the existence of any such relationship. The Parties agree that Business Entity, its agents and employees are not agents or employees of University. Business Entity shall be solely responsible for the actions and omissions of its agents and employees under this Agreement.

  20. Execution of Agreement: This Agreement shall not become effective or in force until all of the below-named Parties have fully executed this Agreement as indicated by their signatures.

  21. This Agreement contains the entire agreement between Business Entity and the University regarding the subject matter of the Agreement. This Agreement supersedes any prior agreements, understandings or negotiations, whether written or oral. This Agreement may be amended only through a written document executed by all Parties.

For Business Entity:
(Name, title, and date required)

For Board of Regents of the Nevada System of Higher Education on behalf of the University of Nevada, Reno:
(Signature of Carlos Cardillo, Director, NCAR, and date required)
(Signature of Charlene Hart, Assoc. VP, Research Admin., and date required)