Independent Contractor Contract -Catering (Page 4 of 8) in pdf

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.

7. INDEMNIFICATION

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. MISCELLANEOUS

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

Agreement.

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

Independent Contractor Contract -Catering Page 4