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ATTACHMENT A

to Terms and Conditions of Purchase (Commercial)

The term Independent Contractor herein is synonymous with the term Seller in the terms and conditions of purchase (hereinafter referred to as the "P.O.") to which these terms and conditions are attached. This attachment and the P.O. will be collectively referred to herein as the "Agreement." All labor, materials, equipment and services may hereinafter collectively be referred to as the "Work."

REQUEST FOR SERVICES: All arrangements for services shall be made only by written request duly executed on behalf of Carrier by the Carrier Purchasing Department representative. The services called for by such written request or requests shall be deemed to have been performed under and as a part of this Agreement. It is understood and agreed that Carrier is not obligated in any way to request the services of the Independent Contractor for any stipulated period of time.

INDEPENDENT CONTRACTOR RELATIONSHIP:

  1. The relationship of the Independent Contractor to Carrier is that of an independent contractor and nothing herein shall be construed as creating any other relationship. The Independent Contractor may adopt such arrangements as the Independent Contractor may desire with regard to the details of the services performed hereunder, the hours during which said services are to be provided, and the place or places where said services are to be furnished, provided that such details, hours and services shall be consistent with the proper accomplishment of said services and provided further that said services shall be performed in a manner calculated to attain the most satisfactory results for Carrier.
  2. The Independent Contractor shall accept, in connection with the Work, exclusive liability for the payment of taxes and contributions for Social Security, unemployment insurance, old age payments, annuities or retirement benefits which are measured by wages, salaries or other remunerations in connection with the performance of the Work and comply with all valid federal, state, and local statutes and administrative regulations respecting the assumption of liability for any of the aforesaid taxes or contributions. Independent Contractor represents that the contract price set forth herein includes all such taxes or contributions and agrees to indemnify and hold Carrier, its parent, and their directors, officers and employees harmless from and against any and all liability for the delay or failure of the Independent Contractor or its subcontractors to pay any such taxes or contributions.

 

 

 

TITLE TO MATERIALS AND EQUIPMENT:

 

  1. All materials and equipment furnished by Carrier and all materials and equipment the cost of which shall be reimbursed to the Independent Contractor by Carrier hereunder are to be and remain the sole property of Carrier and are to be returned to Carrier within ninety (90) days after expiration or earlier termination of this Agreement.
  2. All reports, materials, work papers, and other writings developed by the Independent Contractor in connection with the services performed hereunder shall be the sole property of Carrier and are to be delivered to Carrier within ninety (90) days after the expiration or earlier termination of this Agreement, unless otherwise delivered earlier.
  3. The Independent Contractor agrees that Carrier and its agents shall at all times have the right to develop materials similar to those which are contemplated herein.
  4. Upon the completion or termination of this Agreement, the Independent Contractor as directed by Carrier shall deliver or make other disposition of all blueprints, drawings and photographs, together with all copies, original tracings, and negatives of photographs furnished or produced by the Independent Contractor in connection with the Work to be performed hereunder.

 

PATENTS: The Independent Contractor shall pay all royalties and license fees necessary for the full and free use and enjoyment by Carrier of rights to any inventions, machines, processes or devices which may be applied to or incorporated in the Work, either in the construction or use after completion. The Independent Contractor shall defend all suits or claims for infringements of any patent rights and shall forever save Carrier harmless from liability of any nature or kind, including costs and expenses, on account thereof.

 

INVENTIONS AND PROPRIETARY RIGHTS: The Independent Contractor agrees to disclose promptly to Carrier all inventions, discoveries, and improvements conceived or first actually reduced to practice in the performance of, or arising out of, the services furnished to Carrier by the Independent Contractor or by others used by the Independent Contractor in the performance of services hereunder. All such inventions, discoveries or improvements and patents therefore shall become the exclusive property of Carrier and Independent Contractor shall and hereby does assign to Carrier all right, title and interest in and to such inventions, discoveries or improvement and patents therefore. The Independent Contractor hereby undertakes and agrees to execute such assignments and other papers which, in the opinion of Carrier, are necessary at any time to permit the filing and prosection of any applications for patents covering the inventions, discoveries or improvements or are otherwise required for compliance with the terms of this Provision. In the event that others are used by the Independent Contractor in connection with the work called for by this Agreement, the Independent Contractor agrees to procure from them similar agreements and to cooperate with Carrier in procuring execution by them of such assignments and other papers as may be required.

 

COPYRIGHTS: Independent Contractor, for itself and for all others who are used by Independent Contractor in the performance of work hereunder, agrees that all works of authorship which are created in connection with or as a result of services performed hereunder, and which come under one of the categories of "works made for hire" as set forth in the U.S. Copyright Law, shall be considered works made for hire. Further, any such works of authorship which do not come under such categories shall be assigned to Carrier, and the Independent Contractor agrees to and hereby does assign to Carrier all right, title and interest in and to such works of authorship, including all copyrights therein, and will execute or cause to be executed at Carrier’s expense any documents required to establish or perfect Carrier’s ownership of such copyrights.

 

DISCLOSURES: The Independent Contractor represents, warrants, covenants and agrees that:

 

  1. The services performed hereunder and the results thereof shall be considered as confidential and proprietary to Carrier and the Independent Contractor and others used by the Independent Contractor, in the performance of services hereunder, shall not, without the prior written consent of Carrier, (i) use, publish or otherwise divulge, except for Carrier’s benefit in the performance of services under this or a future agreement, any information, including but not limited to technical or business information, developed by, for, or at the expense of Carrier or assigned or entrusted to Carrier by a third party, or otherwise learned in any manner arising out of the performance of this Agreement by the Independent Contractor or any others used by the Independent Contractor, unless such information is generally known outside of Carrier, or (ii) discuss the nature of the Independent Contractor’s activities in connection with Carrier with anyone except authorized representatives of Carrier; and
  2. The Independent Contractor and any others used by the Independent Contractor in the performance of services hereunder shall not, directly or indirectly, wrongfully solicit, obtain or use on behalf of Carrier, or wrongfully disclose to Carrier, any information of any other person, association, firm, corporation, government or other entity, including information which is a trade secret, confidential, proprietary, government security classified, or government procurement sensitive (including documents identified prior to the award of a government contract as source selection information and any other information which offers or may offer Carrier an illegal competitive advantage); and, unless otherwise specifically identified in writing at the time of disclosure, all information disclosed to Carrier by the Independent Contractor in the performance of services hereunder may be used or disclosed by Carrier without restriction.

 

LIENS:

 

  1. The Independent Contractor (i) shall indemnify and hold Carrier harmless from all laborers’, material men’s and mechanic’s liens upon the property where the Work is located arising out the services, labor and materials furnished by the Independent Contractor or any of its subcontractors under this Agreement and (ii) shall keep said property free and clear of all liens, claims and encumbrances arising from the performance of this Agreement by the Independent Contractor or its subcontractors. The Independent Contractor for itself, its subcontractors, material men, laborers, and for all other persons performing any labor or furnishing any services, labor or materials for any of the Work, hereby waives, to the full extent permitted by law, all rights to have filed or maintained any mechanics’ or other liens or claims for or on account of the services, labor or materials to be furnished hereunder. Upon completion and final acceptance by Carrier of the Work, or upon termination of this Agreement, the amount due Independent Contractor will be paid after Independent Contractor shall have furnished Carrier with a complete release, if required, of all claims against Carrier arising under and by virtue of this order, and a complete release, if required, of all liens of the Independent Contractor, its laborers, its subcontractors and material men.
  2. The Independent Contractor shall include a provision satisfying the requirements of this condition as a part of any and all subcontracts entered into for the Work or any portion thereof.

 

INDEPENDENT CONTRACTOR’S INDEMNITY, RESPONSIBILITY AND INSURANCE:

 

  1. The Independent Contractor agrees to secure and protect itself, and shall indemnify and hold harmless Carrier and its parent and their directors, officers and employees from any liability, expense, causes of action, loss or damage whatsoever, whether founded in contract, tort, or statute, for any injury, including death, to any person or property based upon, arising from, or related to the performance of this Agreement, unless such injury is caused by the sole negligence of Carrier, it being the intent of this agreement to protect and indemnify Carrier from any and all loss arising out of or in connection with the Work performed under this Agreement, unless such loss is caused by the sole negligence of Carrier.
  2. The Independent Contractor agrees to carry as a minimum the following insurance of occurrence type and in such form and with such carriers as are satisfactory to Carrier covering the Work hereof:
    1. Workmen’s Compensation and Employer’s Liability Insurance in an amount sufficient by virtue of the laws of the State in which Work or any portion of the Work is performed.
    2. Comprehensive General Liability Insurance in which the limits of liability shall be at least $1,000,000 for bodily injury (including death) and property damage for any one occurrence and to include broad form property damage, product liability and completed operations, contractual liability, and independent contractor’s coverage.
    3. Automobile Liability Insurance in which the limit of liability for injuries, including accidental death, and for property damage shall be at least $1,000,000 for any one occurrence.
    4. If this order involves work with or removal of asbestos, Asbestos Liability Insurance in which the limit of liability shall be the amount specified on the face of the order for any one occurrence.
  3. All insurance policies shall be issued by companies authorized to do business under the laws of the state where services will be performed, shall be in a form satisfactory to Carrier, shall contain a provision prohibiting cancellation except upon at least ten (10) days’ prior notice to Carrier, shall contain a complete waiver by the insurer of subrogation against Carrier and, except for Worker’s Compensation policies, shall name Carrier as an additional insured. All such insurance policies will be primary in the event of a loss arising out of the Independent Contractor’s performance and shall provide that where there is more than one insured, the policy will operate, except for the limits of liability, as if there were a separate policy covering each insured. Certified copies of said policies or certificates evidencing such insurance naming Carrier Corporation as an additional insured shall be filed with Carrier before Work is started.
  4. The Independent Contractor expressly agrees that sub-paragraph (A) above includes within the scope of the indemnity clause claims by Carrier for the remediation of, as well as any fines or penalties levied on Carrier that are associated with or result from, any releases to the environment that are caused by or result from Independent Contractor’s performance of Work. While on Carrier’s property or in a Carrier-operated facility, Independent Contractor also agrees to the following:
    1. All liquid wastes, except clean water, must be disposed of in proper containers by Independent Contractor unless otherwise prearranged with Carrier’s representative. Independent Contractor shall not discard any liquids into dumpsters, toilets, sinks, stormwater drains, ground, or surface waters. Such liquids include but are not limited to fuels, oils, solvents, paints, thinners, etc. Should polychlorinated biphenyl (PCB) labeled materials or devices be encountered during activities on site, Independent Contractor shall notify Carrier’s representative who will determine disposition.
    2. Spills of any liquid, except clean water, and any broken utility lines must be reported by Independent Contractor to Carrier’s Spill Notification phone number (432-3044) immediately. Spill clean up and disposal costs incurred by Carrier will be charged back to Independent Contractor.
    3. Permits must be approved by Carrier for dredging or filling of wetlands, utility connections such as potable water, sewer, industrial waste, etc., and upon burning from construction activities.
    4. Dewatering activities, such as use of sump pumps and well points, must be prearranged by Independent Contractor with Carrier’s representative.
    5. Independent Contractor must notify Carrier’s representative prior to any cleaning, sandblasting or painting activities so that any permitting, collection or disposal considerations can be coordinated.
    6. Independent Contractor shall comply with all applicable fire safety requirements of the National Fire Protection Association, adhere to all Federal, State and local laws pertaining to fire protection, and abide and be governed by the rules and regulations pertaining to fire and plant protection prescribed by Carrier.
  5. The Independent Contractor agrees to insert in all subcontracts issued hereunder provisions which shall conform substantially to the language of this Article, including this paragraph.

 

TITLE: The title to all Work completed and in the course of construction or installation at the site and to all materials and equipment which are delivered and stored at the site and which will necessarily be incorporated in the Work, as between Carrier and the Independent Contractor or its subcontractors, shall be in Carrier; provided, however, that nothing in this Condition shall be construed as affecting Carrier’s right to accept or reject the Work in accordance with the condition hereof entitled "Inspections." Title to and risk of loss of all other materials, equipment and tools delivered to the site shall be and remain in the Independent Contractor or its subcontractors, who agree to make no claim against Carrier for loss thereof or damage thereto.

 

PERMITS AND LICENSES: The Independent Contractor shall procure all necessary Permits and Licenses required for the Work by Federal, State or local authorities, pay all fees in connections therewith, and abide by all regulations, ordinances, codes and other rules of such authorities, and give all stipulations and representations required thereby. The Independent Contractor further agrees to hold Carrier and its parent and their directors, officers and employees harmless from liability or penalty which might be imposed by reason of an asserted violation of such regulations, ordinances, codes or other rules. The Independent Contractor agrees to furnish to Carrier, and to require all subcontractors to furnish to Carrier for review all applications for permits and licenses specific to the Work contemplated herein prior to filing with any town agency. Carrier reserves the right to modify the estimates of the cost of work to be performed by the Independent Contractors and subcontractors for the purposes of the permits and licenses.

 

CAPTIONS: The captions of this Agreement are solely for the convenience of the parties and shall not be considered or referred to in resolving questions of interpretation of this Agreement.

 

SEVERABILITY: Should any one or more of the provisions of this Agreement be invalid, illegal, or unenforceable in any respect under any law or court ruling, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

 

WAIVER: No failure to exercise, and no delay in exercising, any right, power, or privilege on the part of Carrier shall operate in any way as a Waiver thereof.

 

CONFLICTS: Should any of the terms and conditions of this Attachment A conflict with the terms and conditions of the P.O., the terms and conditions of this Attachment A shall apply.

ISSUED March, 1993

 

STANDARD PRACTICE INSTRUCTION No. 04-60

 

Appendix III


Travel Reimbursement Guidelines

Billings for out-of-pocket expenses incurred by the Independent Contractors will be subject to the following requirements:

    • Bills must be submitted on the Independent Contractor’s letterhead and not on Carrier expense report forms.
    • Billing will show the dates of business travel and the nature and purpose of such travel.
    • For each business trip, the Independent Contractor will be required to show separately the expenses incurred for meals, transportation, hotel, telephone and other sundry expenses. Telephone and/or other sundry charges in excess of $10 for any one trip or in any one week should be explained in more detail. Original "paid" bills or original receipts are required for all expenditures of $25 or more.
    • Expense billings will be approved by the Carrier Representative signifying that the travel was necessary in the performance of the services contemplated in the contract and that the charges are considered reasonable in amount.
    • There will be a provision in the contract that the Independent Contractor may not incur expenses on any one trip or in any given period in excess of a specified amount without prior approval.
    • Automobile travel will be reimbursed at Carrier’s current published mileage rate ($.28 per mile as of March 15, 1993).

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