The following are the CF Foundation's Purchase Order Terms and Conditions (collectively with the printed terms on the front of the Purchase Order, the “Terms”).
Services. The Cystic Fibrosis Foundation (“CFF”) engages Vendor to provide the agreed upon services (“Services”) in connection with CFF's charitable mission subject to the Terms.
Acceptance. All purchase orders issued by CFF constitute an offer by CFF and become a binding contract when accepted by Vendor. Acceptance of any order is expressly limited by and subject to the Terms and the attached descriptions provided by CFF and Vendor shall be bound upon execution of the acknowledgment copy of the purchase order or commencement of performance of the Services. No conditions suggested or imposed by Vendor in acknowledging the purchase order shall be binding on CFF unless accepted in writing and signed by an authorized representative of CFF.
Termination. CFF may terminate the Services with or without cause upon fifteen (15) days advance written notice to Vendor. Such termination shall not be deemed a breach of contract. In such event Vendor will return all unearned deposits or advance payment. CFF agrees to pay Vendor for all unpaid invoices for properly performed Services up to the date of termination. CFF is not responsible for any other fees or penalties after termination.
Invoices and Payments. CFF shall only be responsible for fees and expenses agreed to in writing by CFF. All invoices must be issued within 30 days of all fees and expenses being incurred. Vendor shall include detailed and itemized receipts for all reimbursable expenses and shall promptly remit invoices to invoices@cff.org. CFF is a tax-exempt organization eligible for exemption from sales tax in certain states. Invoices must properly exclude assessments for sales tax, where applicable. Otherwise, all invoices shall be assumed to include applicable taxes. In no event shall CFF be responsible for the payment of fees or expenses that are not invoiced within 90 days of being incurred. CFF will pay undisputed invoiced amounts within 30 business days of its receipt of the invoice from Vendor. The CFF billing and payment procedure is posted at Payment and Billing Procedures. CFF may reject invoices and bills that do not follow this billing and payment procedure.
Confidential Information. The parties acknowledge and agree that in the course of performing the Services, either party may be exposed to or be given confidential or proprietary information of the other party (“Confidential Information”). For a period of five years from the effective date, the parties agree not to (i) use Confidential Information of the other party for any purpose except as needed to complete or facilitate the performance of the Services or (ii) disclose Confidential Information to any individuals or third parties except that each party may disclose Confidential Information to its employees, officers, directors and third parties acting on its behalf, who are bound by restrictions on using and disclosing the Confidential Information substantially similar to those contained herein, to the extent needed to complete or facilitate the performance of the Services. Confidential Information shall be deemed to be all such information given by the disclosing party to the receiving party except for information which is: (i) publicly available or later becomes publicly available through no fault of the receiving party; (ii) obtained by the receiving party from a third party entitled to disclose it; or (iii) already in the possession of the receiving party at the time of disclosure. Confidential Information may be disclosed if required by any law, rule, regulation, order, decision, decree, or subpoena or other judicial, administrative or legal process; provided that the disclosing party provides advance, prompt notice to the other party if practicable and limits the disclosure to the portion of the Confidential Information that is required by law to be disclosed. Notwithstanding the foregoing, if certain types of Confidential Information, including, but not limited to protected health information, as defined by the Health Insurance Portability and Accountability Act of 1996, or individually identifiable information, are subject to legal restrictions on use or disclosure that are more stringent than those contained herein, then Vendor shall comply with such legal restrictions. Upon the completion or earlier termination of the Services, the receiving party will promptly return to the disclosing party, or destroy, if requested, all of the Confidential Information.
Property of CFF. All drawings, models, designs, formulas, methods, documents, creative works (including photographs, audio-visual and other multi-media materials), tangible and intangible items and work product (collectively, the “Work Product”) prepared for and/or submitted to CFF by Vendor in connection with the Services shall belong exclusively to CFF and shall be deemed to be works made for hire, “work made for hire” as defined in 17 U.S.C. § 101. Any Work Product or deliverable of the Services is the property of CFF and will not be made available by Vendor to any third party. Promptly upon the expiration or termination of the Terms, or upon the request of CFF at any time, Vendor shall deliver to CFF, in a form specified by CFF, all Work Product, documents and tangible items, including samples, provided to Vendor or created by Vendor for use in connection with Services, including, without limitation, all Confidential Information, together with all copies and abstracts thereof. If, for any reason, any Work Product does not constitute “work made for hire,” Vendor hereby irrevocably assigns CFF, for no additional consideration, its entire right, title, and interest throughout the world in and to such Work Product, including all intellectual property rights therein, including the right to sue for past, present, and future infringement, misappropriation, or dilution thereof.
Trademarks & Logos. Vendor may not use, publish, distribute, or reproduce the names, symbols, designs, emblems, trademarks, logos, or photographs of CFF without prior written approval from an authorized CFF representative. In the event such approval is granted to Vendor, Vendor's use of the trademark or logo must be appropriate for and relate solely to the Services as outlined in the Terms. CFF may revoke approval previously granted to Vendor at any time.
Alcohol Service. If Vendor is serving or providing alcohol as part of the Services, Vendor will provide professional bartenders to serve CFF guests and Vendor represents and warrants that it is duly licensed by its respective governing state or local alcohol agency to provide and/or serve alcohol and will abide by all state and local laws pertaining to the sale and service of alcoholic beverages. Vendor also warrants that if it provides any alcohol servers for the Services, such servers will be trained and/or certified in accordance with applicable state and local law and will not furnish or serve alcoholic beverages to anyone who is noticeably intoxicated or a minor and that Vendor will undergo measures such as checking identification to verify age and other appropriate measures to help ensure alcohol is not improperly served. Vendor takes full responsibility for any improper service of alcoholic beverages that may occur as part of the Services. No CFF employee, agent or volunteer will serve any alcoholic beverages to anyone attending the event. Vendor will provide a certificate of insurance showing (i) general liability and (ii) liquor liability, naming CFF as additionally insured.
Indemnification. Each party agrees to indemnify, defend, and hold harmless, the other party, and their directors, officers, trustees, members, employees, affiliates, volunteers, and agents, from and against any loss, damage, and expense, including reasonable attorneys' fees and costs of litigation, with respect to any third party claim or demand arising from its negligence or intentional wrongful act related to the Services or a breach or alleged breach of the Terms. The duty of the parties to indemnify the other party exists and is enforceable, even if a party delegates to a third party any of the obligations or restrictions imposed by law or by these Terms. Should both parties be found at fault, by a court of competent jurisdiction, in connection with a party's non-compliance with applicable law and/or with the performance of any of the Services required by these Terms, the indemnified party is entitled to be indemnified by the indemnifying party as set forth above to the full extent of the indemnifying party's comparative fault.
Insurance. Vendor shall secure and keep in force until the expiration of the Terms, adequate insurance as required below. Such insurance is to specifically cover liability assumed by the Vendor under the Terms.
(i) General liability including bodily injury and property damage coverage insurance policy, with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate. (ii) Workers compensation insurance in accordance with the requirements of the states where Vendor performs the Services. (iii) Property damage liability insurance with a limit of not less than $1,000,000 per occurrence. (iv) “Umbrella” general liability insurance with a limit of not less than $2,000,000 per occurrence. (v) Any other insurance required by law.
Vendor shall furnish a certificate of insurance for all required forms of insurance to CFF prior to the commencement of Services.
Compliance with Law, Policies and Standards. Vendor agrees to comply with all applicable laws in the territories the Services will be provided. Vendor further agrees that it shall protect the data it receives from or on behalf of CFF at all times in accordance with the standards prescribed with applicable privacy laws and Payment Card Industry Data Security Standards. CFF expressly forbids any solicitation, professional fundraising or lobbying services to be performed on its behalf.
Licenses and Permits. At Vendor's expense, Vendor shall procure all permits and licenses that may be required in the performance of the Services, and shall pay all excise, license, occupational, and other taxes that may become payable to any authority in connection with the Services.
Force Majeure. The parties will be excused from performing their obligations and all further liability under this Agreement due to events beyond their control ("Force Majeure"). Events of Force Majeure shall include but not be limited to threats to the health and safety of individuals, strikes, acts of God or the public enemy, riots, epidemics or a pandemic, incendiaries, interference by civil or military authorities or compliance with governmental priorities for materials. The party so affected by an event of Force Majeure shall notify the other party immediately upon the occurrence of such an event. If the Force Majeure condition continues for a period of 15 calendar days or is reasonably expected to continue through the event date or dates, CFF may terminate this contract without liability and Vendor will refund any deposits and/or prepayments made to Vendor by CFF.
Complete Agreement. The Terms constitute the complete agreement and sets forth the entire understanding and agreement of the parties as to the subject matter of the Terms and supersedes all prior discussions, understandings and written or oral agreements in respect to the subject of the Terms.
Independent Contractor. Vendor is at all times an independent contractor of CFF. Nothing contained in the Terms shall be construed to create any other relationship between the parties. Vendor shall be responsible for the supervision, control, and compensation of all Vendor personnel, including without limitation, third parties subcontracted by Vendor to perform Services hereunder. All such third-party subcontractors must be approved by CFF in advance and Vendor shall remain responsible and accountable for all such subcontracted Services.
Modification. No modification, termination, or attempted waiver of the Terms, or any provision thereof, shall be valid unless in writing signed by the party against whom the same is sought to be enforced.
Severability. In the event any provision of the Terms is held to be invalid or unenforceable, the remaining provisions of the Terms will remain in full force and effect.
Waiver of Breach. The waiver by a party of a breach of any provision of the Terms by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the party in breach.
Successors and Assigns. The Terms may not be assigned by either party without the prior written consent of the other party. The benefits and obligations of the Terms shall be binding upon and inure to the parties hereto and their permitted successors and assigns.
Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the State of Maryland with proper venue in the courts of the State of Maryland.
Electronic Signature. This Agreement, and any other documents in connection with this Agreement, may be signed and delivered by PDF or any electronic signature complying with the Federal Electronic Signatures in Global and National Commerce Act of 2000.
Service Specific Terms
Rider 1 - Emergency Medical Technician (EMT) Services
Vendor represents and warrants that all Vendor personnel acting as medical professionals have a valid and current license or licenses required for their medical profession and are acting as an independent contractor covered by professional liability insurance provided by Vendor.
Rider 2 - Entertainment Services
CFF shall be responsible for all matters pertaining to the promotion and production of the scheduled engagement. Vendor agrees that CFF may use Vendor's name, pictures, photographs, recordings, and other likenesses in connection with advertising and publicizing the engagement.
Rider 3 - Consignments
Vendor represents and warrants that all items are of good quality and acknowledges that CFF will not accept or pay for items that arrive damaged. Vendor further acknowledges that the cost of the consignment item will be a fixed price and not based on commission, sales or promotion. Any consignment item must sell for 50% over its cost to CFF and if the item does not sell CFF will not be required to purchase it.
Rider 4 - Event Venues
Vendor represents and warrants that the Vendor facilities being rented to CFF under this Agreement, its guestrooms, common areas and its transportation services will be in compliance with the Americans with Disabilities Act and the regulations promulgated thereunder. CFF and Vendor agree to be mutually cooperative in identifying auxiliary aids that are required by event attendees. CFF agrees that prior to arrival it will furnish to the Vendor a list of any known auxiliary aids needed in any meeting room or function space by its event attendees.
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Documentation regarding earned rewards, discounts, benefits, or loyalty services of any kind should be mailed to the Cystic Fibrosis Foundation, Attn: Finance Department, 4550 Montgomery Avenue, Suite 1100N, Bethesda, MD 20814. Vendors receiving payment from Cystic Fibrosis Foundation must provide a current and valid Form W-9, the vendor's current mailing address and payment remittance address (if different). Vendors must provide valid ACH payment information and a list of open customer accounts with Cystic Fibrosis Foundation.