1. General

The Goods and/or Services furnished by Vendor and covered by the Purchase Order are governed by all the terms and conditions set forth herein.

2. Definitions

As used in these Terms and Conditions, the following terms shall have the meanings set forth below:

Drexel shall mean Drexel University and its subsidiaries, affiliates, employees and agents, including the Academy of Natural Sciences of Drexel University.

Vendor shall mean any service provider or entity from which Drexel is purchasing Goods and/or Services pursuant to a Purchase Order.

Purchase Order shall mean the document from Drexel to Vendor identifying the Goods and/or Services.

Agreement shall mean the Purchase Order combined with these Terms and Conditions.

Goods shall mean the goods, materials, equipment or products furnished by the Vendor and to be purchased by Drexel.

Services shall mean the services furnished by Vendor to be purchased by Drexel.

Site shall mean any location owned, leased or otherwise controlled by Drexel where Services are to be performed.

Deliverables shall mean all materials developed, generated or produced by Vendor pursuant to this Agreement.

Pre-Existing Materials shall mean any pre-existing patented, copyrightable or trademarked images, writings, or other proprietary materials.

HIPAA shall mean the Health Insurance Portability and Accountability Act of 1996 as amended, including the Health Information Technology for Economic and Clinical Health Act (HITECH) and implementing regulations, including the Omnibus Final Rule (Omnibus Rule).

Data Breach shall mean unauthorized access, use, loss or disclosure of Sensitive Information protected under federal and state laws including without limitation HIPAA and state data breach notification acts.

Sensitive Information shall mean individually identifiable information.

Confidential Information shall mean information that a party possesses or to which such party has legal rights, for example, third party confidential information in such party's lawful possession and includes, but is not limited to, patient information, Sensitive Information, systems configurations and security, technical processes and formulas, source and object code, product designs, fees, quotes and selling price and other unpublished financial information, product and business plans, marketing data, the Terms and Conditions of this Agreement, documents, copies of documents, data, summaries, reports and all other information of all kinds, whether oral, electronic or written.

3. Payment

Discount terms must comply with all applicable laws and regulations, must be given at time of purchase, and must be stated on the invoice. Discount time will be calculated from the date of performance of the Service, delivery of the Goods, or from receipt of the correct invoice, whichever is later. Except as otherwise provided in the Agreement, (a) Drexel shall not be liable for any shipping, handling, fuel surcharges or similar fees, and (b) payment shall be Net 45 days from the date of delivery, or date of receipt of correct invoice, whichever is later.

4. Tax Exemption

Drexel is a tax-exempt organization under Section 501(a) and 501(c)(3) of the Internal Revenue Code of 1986, as amended, and under applicable laws of the Commonwealth of Pennsylvania. Vendor shall take all actions required to cause the provision and purchase of Goods and/or Services under this Agreement to be treated as a tax-exempt transaction, and in no event shall Drexel be responsible for any sales, use, property, gross receipts, excise, or similar taxes levied against any parties hereto.

5. Shipping Charges

Unless the Agreement expressly states otherwise, all Goods shall be shipped FOB: the "Ship to" location designated in the Purchase Order. Risk of loss shall not pass to Drexel until the Goods called for in this Agreement actually have been received and accepted by Drexel at the destination specified herein. Vendor assumes full responsibility for packing, crating, marking, transportation and liability for loss and/or damage even if Drexel has agreed to pay freight, express or other transportation charges.

6. Acceptance

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7. Warranty

Vendor warrants that all Goods furnished hereunder must be of good quality and free from liens and defects in material or workmanship and must conform to the specifications, standards, drawings and other descriptions furnished or specified by Drexel and to all warranties imposed under the Uniform Commercial Code (UCC) as in force in Pennsylvania. No disclaimer of any warranty will be valid.

8. Right of Inspection

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9. Delays

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10. Liability

Vendor shall be liable for all loss, damage or injury to person or property resulting from the Vendor's breach of any of the warranties pertaining to the Goods or Services, or resulting from any defects in the material, or workmanship of said Goods or Services, whether in combination with other substances or otherwise. In addition, Drexel shall have, without any limitation whatsoever, all rights and remedies afforded by the UCC with respect to any breach of warranty or the terms of this Agreement, including, without limitation, the rights of revocation and rejection. NO LIMITATION OF LIABILITY, DAMAGES OR REMEDY SHALL BE VALID.

11. Indemnity

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12. Assigned Personnel; Character of Services

Vendor will provide the Services as an independent contractor and furnish all equipment, personnel and material sufficient to provide the Services expeditiously and efficiently, during as many hours per shift and shifts per week, and at such locations as Drexel may so require. Vendor will devote only its best-qualified personnel to work under the Agreement. Should Drexel inform Vendor that anyone providing the Services is not working to this standard or fails to meet other Drexel standards, Vendor will immediately remove such personnel from providing Services and he or she will not again, without Drexel's written permission, be assigned to provide Services. At no time will Vendor or Vendor's employees, sub-contractors, agents, or assigns be considered employees of Drexel for any purpose, including but not limited to workers' compensation provisions.

13. Assignment / Subcontracting

Vendor may not assign or transfer this Agreement whether in whole or part by merger, operation of law or otherwise without prior written consent of Drexel. Drexel may withhold its consent for any reason whatsoever or for no reason. Vendor shall not, except in the case of raw materials, castings, forgings or rough welded structures, or standard commercial goods, or except as otherwise agreed in writing by Drexel, delegate or subcontract the work on any item of material or service to be delivered or performed under this Agreement.

14. Termination

Drexel may terminate this Agreement by written notice, in whole or in part, at any time for any or no reason without incurring liability to Vendor for lost profits, or any other costs or damages, other than the proportionate value of the purchase price for Services completed on Site or Goods delivered. Payment due shall be a percentage of the purchase price equal to the percentage of the Services completed and/or any unit prices in the purchase price specified for Goods delivered. Vendor's warranties and Vendor's liability for defective or non-conforming work or Goods, as well as Sections 9, 10, 11, 21, 22, 30 and 31(h) shall survive termination and remain in full force and effect.

15. Bankruptcy

In the event of any proceedings in bankruptcy or insolvency by or against the Vendor, or in the event of the appointment (with or without the Vendor's consent) of an assignee for the benefit of credits, or of a receiver, Drexel may cancel this Agreement for default.

16. Changes

Drexel may, from time to time, by written instructions or drawings issued to the Vendor, make changes, issue additional instructions, require additional work, or direct the omission of work previously ordered. If such changes affect the cost of or the time required for performance of the Agreement, Drexel and Vendor will agree upon an equitable adjustment in the price and/or delivery terms. The provisions of this Agreement shall apply to all such written modifications. Vendor may not make any changes to the Agreement including, but not limited to, changes in quantity, types of Goods and/or Services, delivery date, price, or any other provision of the Agreement without Drexel's express written approval.

17. Equipment

Equipment furnished under this Agreement must comply with all federal, state and local codes and regulations covering educational institutions (or, if applicable, healthcare providers) in effect at the time of the purchase.

18. Fair Labor Standards

Drexel requires all Vendors, where applicable, to meet the conditions of the Fair Labor Standards Act (FLSA) of 1938, as amended, including a certificate of compliance with that Act, if requested.

19. OSHA

Products shall meet and be in compliance with, the current applicable prescribed standards of the federal Occupational Safety and Health Act of 1970 in effect on the date of any Agreement.

20. Material Safety Data Sheets

Vendor is required to furnish a Material Safety Data Sheet ("MSDS") as required by law. The MSDS must be sent with the product and a copy issued to the Drexel University, Office of Environmental Health and Safety, 400 N. 31st Street, Philadelphia, PA 19104.

21. Insurance

Vendor, at its own cost and expense, shall obtain and maintain in force during the term of this Agreement, the following insurance coverage:

1. Commercial General Liability insurance all on an occurrence basis in an amount not less than $1,000,000 per occurrence limit for bodily injury and property damage, $1,000,000 personal and advertising injury; $2,000,000 General Aggregate; $2,000,000 products/completed operations aggregate. Coverage is to include full contractual liability coverage. (If work is on Site and Services involve any work with minors, coverage shall also include sexual abuse and molestation in an amount not less than $1,000,000 per occurrence.)
2. Workers' Compensation insurance in amounts required by law for all employees, and Employer's Liability insurance with minimum limits as follows: Bodily Injury by Accident $500,000 Each Accident, Bodily Injury by Disease $500,000 Policy Limit, Bodily Injury by Disease $500,000 Each Employee.
3. Business Automobile Liability insurance for bodily injury (including death) and property damage with a minimum combined single limit of $1,000,000 per occurrence including coverage for owned, non-owned and hired vehicles if Vendor will own, hire or lease an Auto in connection with the Services or Goods provided under this Agreement.
4. If professional Services are rendered, the following is required: Professional Liability Insurance including errors and omissions in an amount not less than $2,000,000 per claim covering the Services under this Agreement and shall be maintained for a minimum of two years following completion of all Services.
5. If Work is performed on Site, the following is required: Excess (Umbrella) Liability insurance all on an occurrence basis with an occurrence/aggregate minimum limit of $5,000,000 all to be following form over underlying Commercial General Liability, Business Automobile and Employer's Liability insurance policies.
6. If any Confidential, Sensitive, or personally identifiable information is involved in the transaction, the following is required: Cyber/Network Security & Privacy Liability coverage with a minimum of $2,000,000 per incident/claim/$2,000,000 aggregate covering the Services contained within this Agreement to include, but not be limited to, Data Breach, security and privacy violations, first party damage, third party liability, regulatory fines and penalties, crisis management costs which include customer notification expenses and credit monitoring. Coverage shall be maintained for a minimum of two years following completion of all Services under this Agreement.

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22. Work On Site

The following additional conditions shall apply to work performed on Site.

1. All persons furnished by Vendor shall be deemed at all times to be Vendor's employees or agents, and Vendor shall comply with all applicable statutes, including without limitation those relating to workers' compensation, employer's liability, unemployment compensation, and/or old age benefits and all other applicable laws relating to or affecting the employment of labor.
2. Vendor shall maintain on the Site at all times a sufficient work force to carry out its obligations in an efficient and timely manner. Vendor shall employ only competent, skilled, reliable and honest workmen who will work in harmony with others on the Site.
3. Vendor releases and waives any and all claims, demands, or causes of action against Drexel, its affiliates, trustees, officers, faculty, students, employees and/or agents that arise from or are connected with Vendor's obligations pursuant to this Agreement, any injury to employees or agents of Vendor or damage to or loss of any property of Vendor or its employees or agents, regardless of whether or not any such claims, losses, liabilities or expenses are caused in part by the negligence of Drexel or any of the other indemnified parties.
4. In providing the Services, Vendor and its agents, employees, contractors and subcontractors shall comply with all reasonable procedures prescribed by Drexel for coordination of the Services with the functions, activities and operations of Drexel. Vendor shall not cause or permit any union conflict to arise in connection with the provision of Services. Vendor shall promptly remove and dispose of all debris and rubbish caused by or resulting from the Services, and upon completion of the Services, Vendor shall remove all temporary structures and surplus materials.
5. Vendor is responsible for securing all applicable licenses and permits and compliance therewith and the price shall be deemed to include the cost of these items.
6. The Vendor, for itself and for all subcontractors and materialmen, agrees that no mechanic's lien or other claim shall be filed or maintained by the Vendor or by any subcontractor, materialman, laborer or any other person, whatsoever, for or on account of any work done or materials furnished under this Agreement.
7. Any property of Vendor left upon the Site upon completion of the Services shall be considered abandoned by Vendor and may be discarded or appropriated by Drexel.
8. When informed by Drexel that such is required due to the location and nature of the Services, Vendor will not assign to the Site any person who fails to satisfy background checks required by applicable Drexel policy for the Services or location.
9. Vendor's employees assigned to provide Services on Site shall satisfy any health and immunization requirements established by Drexel policy.
10. If Vendor is providing any Service or any program, activity or event that involves Direct Contact with a minor (anyone under age 18) for or on behalf of Drexel, Vendor shall comply with all provisions of the Pennsylvania Child Protective Services Law ("CPSL"), as amended, including but not limited to 23 P.S. Section 6344, requiring Vendor to conduct (i) a federal criminal background check through the Federal Bureau of Investigation; (ii) a Pennsylvania state criminal history check; and (iii) a child abuse clearance report from the Department of Human Services. Vendor shall not assign any employee, or volunteer, who has committed any of the offenses identified in 23 P.S. Section 6344(c) to provide any Service, activity, program or event to Drexel involving any Direct Contact with a minor. "Direct Contact" for purposes of these Terms and Conditions is defined in the CPSL, 23 P.S. Section 6303(a).

23. Use of Drexel Name and Trademarks

Vendor will not use the Drexel name, abbreviation of the Drexel name, trade names and/or trademarks (i.e., logos and seals) or any derivation thereof, in any form or manner in advertisements, reports, or other information released to the public, or place the Drexel name, abbreviations, trade names and/or trademarks or any derivation thereof on any consumer goods, products, or services for sale or distribution to the public, without Drexel's prior written approval.

24. Equal Employment Opportunity

Drexel is an equal opportunity institution. During the performance of this Agreement, Vendor agrees to be bound by all applicable federal, state and local laws, rules, regulations, orders, instructions and other directives governing equal employment opportunity. Inquiries may be directed to Drexel's Office for Institutional Equity and Inclusive Culture at 215.895.1405.

25. Export Controls

The Vendor is responsible for complying with all applicable export control regulations. Any such export controlled items, equipment, or information MUST be properly handled and labeled by the Vendor as part of the Vendor's responsibility. The burden shall be on the Vendor to prevent such export controlled information from being improperly disclosed to Drexel and shall obtain the appropriate license or approval from the relevant authorities or to invoke an available exception, exemption, or exclusion before disclosing any export controlled materials to Drexel. In the event that the Vendor seeks to provide Drexel with any such controlled disclosures, the Vendor will so inform Drexel in writing, and shall NOT forward or provide ANY export controlled information to Drexel without the express written permission of the Drexel official in charge of such matters. The name of such official shall be provided upon request.

26. Compliance with Laws and Regulations

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27. Waiver

The failure of Drexel to enforce any of the provisions of this Agreement shall not be construed to be a waiver of such provisions or limit the right of Drexel thereafter to enforce each and every provision.

28. Governing Law; Jurisdiction

This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania and the City of Philadelphia, and the parties hereby submit to the exclusive jurisdiction of the courts located in the Eastern District of Pennsylvania for litigation of any disputes arising under this Agreement.

29. Intellectual Property

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30. Confidentiality; Protection of Sensitive Information; FERPA; HIPAA; Computer Systems Security

a. Confidentiality

Each party will keep in confidence all Confidential Information of the other party and neither party will use or disclose to any person or entity, directly or indirectly, without the prior written approval of the other, any Confidential Information relating to the other party obtained by virtue of this Agreement or the Services performed pursuant to the Agreement, except on a confidential basis to its business, legal and financial advisors or as required to be disclosed under applicable law or by legal process.

b. Protection of Sensitive Information

If Drexel provides access to Vendor of Confidential Information with Sensitive Information, for example without limitation, bank and credit card account numbers, income and credit histories and social security numbers, student financial aid information, as well as "Personally Identifiable Information" from student education records as defined by the Family Educational Rights and Privacy Act of 1974 ("FERPA"), Vendor shall maintain the confidentiality, integrity and availability of all such information, through implemented administrative, technical and physical safeguards in compliance with law and shall not re-disclose such Sensitive Information as directed by federal and state laws including without limitation, the Gramm Leach Bliley Act of 1999, FERPA, and HIPAA/HITECH and state laws on protection of such Sensitive Information.

c. HIPAA/HITECH

When applicable, while performing its duties and obligations under this Agreement, Vendor shall, and shall cause its employees, other members of its workforce, faculty, agents, and subcontractors, to comply with all laws and regulations that apply to the confidentiality and security of patient information, including HIPAA/HITECH, and regulations issued thereunder (including without limitation the Omnibus Rule), which are now in effect or which may subsequently be in effect. The parties agree that if necessary, they shall amend this Agreement to comply with or effectuate HIPAA and/or HITECH and the regulations issued thereunder.

d. Business Associate Agreement

If Drexel determines that Vendor is acting as a "Business Associate" of Drexel under applicable HIPAA laws and regulations, then Vendor and Drexel shall also enter into the HIPAA HITECH Omnibus Business Associate Agreement found at drexel.edu/generalcounsel/contracts/Templates.

e. Data Breach Notification

Vendor shall immediately, and no later than three (3) business days, notify Drexel of any potential Data Breach of which it becomes aware.

f. Computer Systems and Data Security

Vendor represents and warrants that the computer systems it uses in conjunction with providing the Goods and Services under this Agreement, and the data housed therein or methods of transmission, have security protection from intrusion in accordance with applicable federal government standards and are encrypted in accordance with NIST Standards for encryption and security of data. Any copies of data which are disposed of shall likewise be disposed of only in accordance with such standards.

g. Injunctive Relief

Because of the difficulty in measuring economic loss to Drexel, as a result of any breach by Vendor of the provisions in this Section, and because of the immediate and irreparable damage that may be caused to Drexel, for which it would have no other adequate remedy, Vendor agrees that Drexel, in addition to and without limiting any other remedy or right it may have, shall have the right to an injunction or other equitable relief in any court of competent jurisdiction. The existence of this right shall not preclude any other rights and remedies at law or equity which Drexel may have.

31. Miscellaneous

a. Severability

The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions of this Agreement, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted.

b. Electronic/Facsimile Transmission

If this Agreement is transmitted by fax or other means of electronic transmission, such transmission shall have the legal significance of a duly executed original delivered to the Vendor.

c. Gift Policy; Business Relationships Policy

Vendor represents and warrants that Vendor has read, understands, and shall abide by Drexel's Acceptance of Personal Gifts Policy ("Personal Gifts Policy"). The Personal Gifts Policy is available at drexel.edu/cpo/policies/cpo-5. When Vendor is providing Goods and/or Services to Drexel University College of Medicine, Vendor shall also abide by the Drexel Business Relationships with Industry Policy ("Business Relationships Policy.") The Business Relationships Policy is available at drexel.edu/cpo/policies/cpo-1-01. Vendor shall require any employees, sub-contractors and/or agents providing Services or Goods to Drexel to read and abide by the applicable Personal Gifts Policy and Business Relationships Policy.

d. Conflict of Interest Policy

Vendor represents that Vendor has read, understands, and shall abide by Drexel's Conflict of Interest and Commitment Policy ("Conflict of Interest Policy"). The Conflict of Interest Policy is available at drexel.edu/cpo/policies/cpo-2.

e. Conflicts

In the event of any ambiguity or conflict among the provisions of this Agreement, the Vendor shall be required to comply with the most stringent requirement which provides the highest quality and greatest benefit to Drexel, unless otherwise specifically directed by Drexel otherwise.

f. Notice

All notices and other communications pertaining to this Agreement shall be in writing and shall be deemed duly to have been given if personally delivered to a party, sent by facsimile or if sent by the United States Postal Service certified mail, return receipt requested, postage prepaid or by Federal Express, United Parcel or other national recognized overnight carriers. All notices or communications to Drexel pertaining to this Agreement shall be addressed as follows: Drexel University, Procurement Services, 3201 Arch Street, Suite 400, Philadelphia, PA 19104, with a copy to Drexel University, Office of the General Counsel, 3180 Chestnut Street, Suite 101, Philadelphia, PA 19104.

g. Sanctioned Person

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h. Access to Books and Records

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i. No Third Party Beneficiaries

This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.