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This Agreement is made and entered into this __ day of ___________________, 200_, WHEREAS, CHRR is a social science research facility within the College of Social and Behavioral Sciences of The Ohio State University; and WHEREAS, Customer desires to utilize the services of CHRR for the purpose of editorial management of journal articles; NOW, THEREFORE, in consideration of the promises and mutual agreements herein, CHRR and Customer agree as follows: 1. Journal Manager System a) CHRR will implement and maintain an on-line system to facilitate manuscript review, ("the System"), for one journal in accordance with the specifications attached as Exhibit A, the terms of which are incorporated into this Agreement. a) Customer agrees to pay CHRR a first year set-up fee of $5,000. Should the customer desire to extend this Agreement for an additional year, the renewal fee is according to the following schedule:
b) The System will be available for use by
Customer on (date) ("the Availability
Date"). CHRR will send Customer an
invoice when the System is made available for use and at the beginning of each
subsequent year. Customer agrees to pay
each invoice within 30 days of receipt.
3. Term a) The initial term of this Agreement will be
one year, beginning on the Availability Date.
This Agreement will automatically renew for additional one year terms
unless either Party sends a notice of non-renewal to the other Party on later
that 30 days before the expiration of the current term. 4. Termination a) Customer may terminate this Agreement by
giving 30 days written notice to CHRR. b) CHRR may terminate this Agreement for
material breach by giving Customer a 30 day notice of termination. If Customer fails to cure the breach, this
Agreement shall then terminate at the close of business on the 30th
day. 5. Independent Contractor Status a) The parties agree that in performing its
responsibilities under this Agreement, CHRR shall have the status of an
independent contractor. Nothing herein
shall be deemed or construed to create a joint venture, partnership, agency or
employer/employee relationship between the parties for any purpose, including,
but not limited to the payment of taxes or employee benefits. CHRR will be solely responsible for the
payment of all compensation, taxes, withholdings and insurance for its employees. 6. Use of Name a) Neither party shall be authorized to use
the name of the other party in any advertisement, promotional materials, press
release or other public statement unless it first obtains the express written
permission of the other party. 7. Limitation of Liability a) In
no event shall either Party be liable to the other for lost profits, loss of
business, business interruption, loss of data, or any indirect, special,
consequential or incidental damages of any nature whatsoever, however caused
and under any theory of liability, arising out of or in connection with this
Agreement. The liability of CHRR with
respect to any and all legal proceedings, damages, costs and expenses arising
out of the performance or nonperformance of this Agreement shall be limited to
direct, actual damages incurred as a result of CHRR’s failure to perform its
obligations and shall not exceed in the aggregate a sum equal to the total
amounts payable to CHRR under this Agreement. 8. Complete Agreement a) This Agreement sets forth the entire
understanding between the parties and supersedes all prior agreements, whether
oral or written. This Agreement may not
be modified or amended except by the mutual written agreement of the parties. No waiver of any provision of this Agreement
shall be effective unless it is in writing and signed by the party against whom
it is sought to be enforced. 9. Governing Law a) This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio. IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the dates set forth below. The Ohio State University
(Customer)
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