Independent Contractor Contract -Catering Page 4


RIT thirty (30) days prior to termination, material change or restrictive amendments. The
insurance companies issuing the policies shall have no recourse against RIT for payment
of any premiums or for any assessments under any form or policy. RIT reserves the right
to request copies of insurance policies.
The insurance policies referred to above shall be primary insurance ahead of any
insurance carried by RIT with respect to the Contract. Vendor shall furnish written
consent of the insurer to the primacy of these policies if requested by RIT.
Vendor shall provide a certificate of insurance to RIT evidencing this coverage prior to
performance of the Contract and annually thereafter, at policy renewal dates throughout
the period services/goods are provided by the Vendor. This certificate of insurance
should also note any self-insured retention/deductible amounts for each policy.
Notwithstanding the availability and policy limits of any insurance, Vendor, shall
defend, indemnify and hold harmless RIT and its trustees, officers and employees
("Indemnified Parties") against any claims made or legal actions brought against an
Indemnified Party(ies) by any person or entity as a result of injuries, damages, expenses
and losses actually or allegedly incurred by such a person or entity ("Liabilities") arising
out of or relating to Vendor's performance or failure to perform pursuant to this
Agreement, except where the Liabilities are the result of the Indemnified Party’s own
direct and sole negligence. Vendor’s obligation shall include the cost of the Indemnified
Party(ies)' defense against such claims or actions. This obligation shall survive the
termination, completion or expiration of this Agreement.
8.1 Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective successors and
assigns. This Agreement shall not be assigned or delegated in whole or in part by either
party without the prior written consent of the other party, which consent shall not be
unreasonably withheld.
8.2 Governing Law. This Agreement shall be governed by and construed and enforced
according to the laws of the State of New York, without regard to its conflict of law rules.
The parties consent to the exclusive personal jurisdiction of the state and federal courts
located in Monroe County New York if there is any dispute between them related to this
8.3 Counterparts. This Contract may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the
same instrument.
8.4 Severability. In the event that any provision of this Agreement or the application
thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or


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