Custom Services

Weber State University Concept Center
Small Dollar Service Agreement Terms and Conditions

1. Equipment: All equipment, instruments and materials purchased or used by University in connection with performance of the Services shall at all times remain under the sole control and ownership of University, in perpetuity.
2. Services: Parties agree that the Agreement is not subject to the Unified Commercial Code (see Utah Code Annotated Title 76, as amended) because the performance of the Services predominates the Agreement, and the transfer of title to personal property is only an incidental feature of the Agreement
3. Ex-Works: To the extent that any deliverable requires shipping unless otherwise mutually agreed upon in writing, such deliverables(s) shall be delivered Ex Works (Incoterms 2000) University facility in Ogden, Utah, whereupon title and risk to the deliverables shall pass to Sponsor.
4. Confidentiality: University is a governmental entity subject to the Government Records Access and Management Act, Utah Code §§ 63G-2-101 to -901, as amended (“GRAMA”) and Utah Code §§ 53B-16-301 to -305 as amended. Under GRAMA certain records within University’s possession or control, including without limitation, the Agreement, may be subject to public disclosure; and University’s confidentiality obligations shall be subject in all respects to compliance with GRAMA. Pursuant to GRAMA, Sponsor may submit a single claim of business confidentiality concerning confidential business records exchanged during the project with a concise statement of reasons supporting such claim. Notwithstanding any provision to the contrary in the Agreement, University may disclose any information or record to the extent required by GRAMA or as otherwise required by law.
5. Indemnification: Sponsor shall indemnify, defend and hold harmless University, its directors, officers, agents and employees against any actions, suits, proceedings, liabilities and damages that may result from the negligent acts or omissions of Sponsor, its officers, agents or employees in connection with this Agreement including, but not limited to infringement of a third party’s patent, copyright, trademark, trade secret, or any other proprietary right. University is a governmental entity under the Governmental Immunity Act of Utah, Utah Code §§ 63G -7-101 to -904, as amended (the “Act”). Nothing in the Agreement shall be construed as a waiver by University of any protections, rights, or defenses applicable to University under the Act, including without limitation, the provisions of section 63G-7-604 regarding limitation of judgments. It is not the intent of University to incur by contract any liability for the operations, acts, or omissions of the other Party or any third party and nothing in the Agreement shall be so interpreted or construed. Without limiting the generality of the foregoing, and notwithstanding any provisions to the contrary in the Agreement, any indemnity obligations of University contained in the Agreement are subject to the Act, are limited to the amounts established in section 63G-7-604 of the Act, and are further limited only to claims that arise from the negligent acts or omissions of University. Subject to the Act, University shall indemnify, defend and hold harmless Company, its directors, officers, agents and employees against any actions, suits, proceedings, liabilities and damages to the extent caused by the negligent acts or omissions of University, its officers, agents or employees in connection with the performance of University’s obligations under this Agreement. 6. Compliance with Laws: In performance of the Services, Sponsor and University shall comply with all applicable federal, state and local laws, codes, regulations, rules and orders.
7. Relationship of Parties: In assuming and performing the obligations of this Agreement, University and Sponsor are each acting as independent parties and neither shall be considered or represent itself as a joint venturer, partner, agent or employee of the other. Neither party shall use the name or any trademark of the other party in any advertising, sales promotion or other publicity matter without the prior written approval of the other party.
8. Termination: This Agreement may be terminated by either party at any time and from time to time, by giving written notice thereof to the other party. Such termination shall be effective thirty (30) days after receipt of such notice. Termination shall not relieve either party of any obligation or liability accrued hereunder prior to such termination, or rescind or give rise to any right to rescind any payments made prior to the time of such termination.
9. Uncontrollable Force: Neither Sponsor nor University shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to uncontrollable forces the effect of which, by the exercise of reasonable diligence, the nonperforming party could not avoid. The term “uncontrollable forces” shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the control of the nonperforming party. It includes, but is not limited to, fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, inability to procure permits, licenses, or authorizations from any state, local, or federal agency or person for any of the supplies, materials, accesses, or services required to be provided by either Sponsor or University under this Agreement, strikes, work slowdowns or other labor disturbances, and judicial restraint.
10. Warranties: SPONSOR UNDERSTANDS THAT DATA, RESEARCH RESULTS, DELIVERABLES, REPORTS, ANALSYS, AND ALL OTHER OUTPUT GATHERED BY UNIVERSITY OR BY SPONSOR IN THE PERFORMANCE OF THE SERVICES UNDER THIS AGREEMENT ARE PROVIDED STRICTLY “AS-IS” WITHOUT ANY OTHER WARRANTY OR GUARANTY OF ANY KIND. ALL OTHER WARRANTIES, EXPRESS AND IMLIED, ARE HEREBY EXPRESSLY DISCLAIMED INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. UNIVERSITY SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCICDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, INCLUDING, WITHOUT LIMIATION, LOST PROFITS REGARDLESS OF WHETHER OR NOT UNIVERSITY KNOWS OR SHOULD KNOW OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
11. Assignment: Neither party shall assign or transfer any interest in this Agreement, nor assign any claims for money due or to become due under this Agreement, without the prior written consent of the other party.
12. Entire Agreement: This Agreement, with its attachments, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes any other written or oral understanding of the parties. This Agreement may not be modified except by written instrument executed by both parties.
13. Successors and Assigns: This Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns.
14. Order of Precedence: In the event of any conflict, inconsistency or discrepancy amount, the Agreement and any other documents listed below shall be resolved by giving precedence in the following order: (a) This Agreement including the Exhibits hereto; and (b) Purchase Order issued by Sponsor. In the event a purchase order is issued under this Agreement and such purchase order contains standardized terms and conditions, the terms and conditions of this Agreement shall supersede and replace all such purchase order standardized terms and conditions.
15. Governing Law and Disputes: This Agreement shall be interpreted and construed in accordance with the laws of the State of Utah, without application of any principles of choice of laws. Disputes that cannot be resolved by Sponsor and University shall be determined by a court of competent jurisdiction in the State of Utah.
16. Nonwaiver: A waiver by either party of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party’s rights with respect to any other or further breach.
17. Insurance: Both parties to this Agreement shall maintain insurance coverage sufficient to meet their obligations hereunder and consistent with applicable law.


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