threat of terrorism, a governmental or quasi-governmental order ordirectiveto “shelterin place”, or any other event, occurrence, order ordirectivesimilar to those enumerated above(each, a “Force Majeure Event”). A Force Majeure Event may also includea then-current order, policy, ruleor regulation imposedby CornellUniversity based upon the health and safety of its student body, faculty, staff and/or broadercommunity. Noticeof Cornell’s failure or delay in performancedueto a Force Majeure Event must be givento Caterer promptlybut no less than ten (10) days prior to the scheduled performance, though any such notificationmay be on shorternoticeif the circumstances and/orconditions givingrise to the Force Majeure Event occurwithin less than the aforementioned ten (10) day period. In such event, the parties may thereafter usediligent, good faith efforts to reschedule the services in a manner and on a date that are mutually agreeable.

- 11. The Caterershall removeall trash resulting fromthe catered event and leavethe premises in a clean condition.
- 12. The Caterer agrees to follow all New York State Department of Health and Tompkins County Health Department food preparation regulationsand/orany otherapplicable laws and regulations, including but not limited to the following: All foodmust be preparedin a Health Department approved facility with a cateringpermit. Caterermust have the correct equipment to hold and transport food at safe temperatures, complying with applicablestate and county health regulations.
- 13. The Catereragrees that no personnel will be allowed in any venueunless a representativeof Cornellis present. The Caterer agrees that the arrival anddeparturefromvenues will occurat the times stipulated by thefollowing contractual time schedules and that the service/statement of work shall consist of the following:

Event/Services Description (perattached caterer event proposal):

## Special Notations:

The Caterer shallbe prepared and ready to deliver precisely at: \_ AM/PM on \_ , 20\_\_\_\_ at an agreed uponpriceof $ \_\_\_as requested by \_\_\_\_\_ \_(authorized Cornell representative). Any additional amount due to mutually agreed upon changes should beincluded in the final invoice. Payment shall be madeto Caterer within(i) Net 60 days after the receipt of invoiceif Caterer is receiving check payments, or (ii) Net 45 days afterthe receipt of invoice if Caterer is enrolled to receivedirect deposit payments, or (iii) Net 30 days after receipt of invoiceif Catereris registeredfor electronicinvoicing and direct deposit payments throughthe Automated Clearing House (ACH).

## 14. Cornell University’s contract supersedes any otheragreement or terms.

- 15. The language of the contract should not be changed without authorization from University Counsel or Procurement Services. Unauthorizedchangeswill not be binding.
- 16. The parties understand that the terms of this Contract are legally binding and further certify that they are signing this Contract of their own freewill after carefully reading the same. This Contract may be executedin counterpart signatures.

## 17. Tax Withholding for Domestic and Foreign Caterers. All payments from Cornell to Catererunderthis transaction

may be subject to tax withholding. Cornell reserves the soleright and discretion to withholdtax whereit believes it is requiredto do so underthe tax laws of any jurisdiction. By accepting this Contract, the Caterer is relinquishing all claims against Cornell for any amounts withheld and remittedby Cornell to a tax authority. It is the Caterer’s sole responsibility to provide Cornell with timely, complete, accurate, and legibleforms and/ordocuments necessary to claima reduction or elimination of withholding taxes (e.g., Form W-8BEN); Cornell reserves thesole right and discretionto make these determinations as well as whether such forms and/or documents are sufficient to reduce or eliminate withholding tax on any payment to the Caterer.