
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:
- 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.
- 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:
- 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.
- 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.
- 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.
- 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 Carriers expense any
documents required to establish or perfect Carriers ownership of such copyrights.
DISCLOSURES: The Independent Contractor represents, warrants, covenants
and agrees that:
- 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
Carriers 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 Contractors activities in connection with Carrier with anyone except
authorized representatives of Carrier; and
- 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:
- The Independent Contractor (i) shall indemnify and hold Carrier harmless from all
laborers, material mens and mechanics 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.
- 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 CONTRACTORS INDEMNITY, RESPONSIBILITY AND INSURANCE:
- 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.
- 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:
- Workmens Compensation and Employers 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.
- 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 contractors coverage.
- 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.
- 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.
- 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 Workers 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 Contractors 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.
- 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 Contractors
performance of Work. While on Carriers property or in a Carrier-operated facility,
Independent Contractor also agrees to the following:
- All liquid wastes, except clean water, must be disposed of in proper containers by
Independent Contractor unless otherwise prearranged with Carriers 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 Carriers representative who will determine disposition.
- Spills of any liquid, except clean water, and any broken utility lines must be reported
by Independent Contractor to Carriers Spill Notification phone number (432-3044)
immediately. Spill clean up and disposal costs incurred by Carrier will be charged back to
Independent Contractor.
- 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.
- Dewatering activities, such as use of sump pumps and well points, must be prearranged by
Independent Contractor with Carriers representative.
- Independent Contractor must notify Carriers representative prior to any cleaning,
sandblasting or painting activities so that any permitting, collection or disposal
considerations can be coordinated.
- 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.
- 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
Carriers 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 Contractors 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 $25 or more.
- Expense billings will be approved by the Carrier Representative signifying that the
travel was necessary in the performance of the services contemplated in the contract and
that the charges are considered reasonable in amount.
- There will be a provision in the contract that the Independent Contractor may not incur
expenses on any one trip or in any given period in excess of a specified amount without
prior approval.
- Automobile travel will be reimbursed at Carriers current published mileage rate
($.28 per mile as of March 15, 1993).
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