US Highbush Blueberry Council -International

Contractual Terms Pertaining to all Subcontractors

According to the 2015 Agreement between Thomas J. Payne Market Development (TJPMD) and the US Highbush Blueberry Council (USHBC), all subcontractors who work on activities will be subject to the same contractual terms of the Memo of Understanding (MOU) between TJPMD and USHBC.   These terms include the following:
1. STATEMENT OF WORK - The contractor agrees to use its best efforts to perform the activities in the project awarded.  Contractor will make brief progress reports of the project periodically and a final report will be rendered on completion of the project.
2. PRINCIPAL.  The contractor will rely on in-house staff to undertake project assignments.  However, the contractor retains the right to subcontract specific tasks to outside parties.  Should the Contractor elect to subcontract specific tasks, subcontractors will be subject to the same contractual terms  as the Contractor in regard to reporting and record keeping, travel expenses, title of property, confidential information, influencing legislation and/or influencing governmental policy or action, and following Federal Civil Rights policies.  The contractor will be fully responsible for the quality of all work products.
3. PERIOD OF ENFORCEMENT.  Work will commence from the date of contract signature and upon written contract approval by the US Department of Agriculture (USDA) until the project completion.  Work undertaken prior to contract approval by  USDA Agricultural Marketing Service (AMS) is at the own risk of the Contractor, as the Council is not financially liable if AMS does not approve the contract.  The project will be conducted during the period of January 1, 2014 to December 31, 2014.
4. PROJECT COSTS AND PAYMENTS.  Council will allocate funds for export market promotions upon agreement approval and signature, for costs incurred to complete each project.  Payment will be made by USHBC or TJPMD, on a percentage basis, directly to the Contractor throughout the year as outlined in a scope of work.
No expenses paid by the Council to the contractor shall be used in any manner for the purpose of influencing legislation of governmental policy or action.  
5. TAX EXEMPT STATUS.  The contractor must inform USA vendors/subcontractors of the Council's tax-exempt status and all vendors and subcontractors are subject to the same terms and conditions as the Contractor.
6. FEDERAL CIVIL RIGHTS POLICIES.  The Contractor agrees, that during the performance of this Agreement, it shall not discriminate against any employee or applicant for employment because of race, color, national origin, sex, religion, age,disability, political beliefs, sexual orientation, genetic information, parental status, and marital or family status.  The Contractor agrees that it will fully comply with any and all applicable Federal, State, and local equal employment opportunity statutes, ordinances, and regulations, including, but not limited to, Title VII of the Civil Rights Act of 1964; the 1967; and Equal Pay Act of 1963.  Nothing in this section shall require the Contractor, to comply with or become liable under any law, ordinances, regulation, or rule that does not otherwise apply to the Contractor.  USDA and the USHBC are an equal opportunity provider and employer.
7. PROPERTY.  The Council will have sole ownership of all materials purchased for this project.  All non-proprietary information collected as part of the project will be the property of the Council.
8. COPYRIGHT/TRADEMARKS.  The Council reserves the right to copyright or trademark any or all materials developed under this agreement.
9. PUBLICATIONS/DELIVERABLES.  USDA/AMS must review all publication materialss/deliverables prior to publication or use.  Under no circumstances can a contract agency release any materials, data, information, or other deliverables to anyone other than the Council without USDA AMS review and approval.
10. BOOKS AND RECORDS.  The Contractor must (a) maintain accurate records, books, and documents involving transactions relating to the agreement and (b) retain the records, books and documents for three (3) years.  Records, books and documents may be subject to inspection and audit by a representative of the Secretary of Agriculture.  
11. INDEMNIFICATION.  (a) The Contractor agrees to indemnify and hold harmless the Council and the Secretary and their affiliates, members, officers, directors, agents, and employees against all losses, damages, liabilities, cost or expenses, including reasonable attorneys fees (collectively, claims) arising out of or in connection with the contract and services rendered by the Contractor.  This indemnification obligation shall survive the expiration or termination of this contract.  (b) The Council agrees to indemnify and hold harmless the Contractor against all losses resulting from claims arising out of or in connection with Council-supplied products or materials, or representations concerning the Council, or its services or products, to the extent furnished or prepared by or at the Council's request for use by the Contractor, including, without limitations, infringement upon intellectual  property or other property rights.  This indemnification obligation shall survive the expiration or termination of this contract.  
12.  TERMINATION. The Council and USDA reserve the right, at their own discretion and for any reason deemed by them to be sufficient, to cancel or modify the project after the date of contract signature.  In such event, it is agreed that the Council is liable for all commitments made prior to cancellation or modification and shall reimburse the Contractor for all reasonable amounts due or owing in accordance with this contract at the time of said termination.

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