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SECOND DECLARATION OF GADEIR I. ABBAS

CAIR LEGAL DEFENSE FUND

Lena F. Masri (D.C. Bar # 1000019) (pro hac vice)

Email: lmasri@cair.com

Gadeir I. Abbas* (VA Bar # 81161) (pro hac vice)

Email: gabbas@cair.com

Carolyn M. Homer (D.C. Bar # 1049145) (pro hac vice)

Email: chomer@cair.com

453 New Jersey Ave., SE

Washington, DC 20003

Phone: (202) 742-6420

Fax: (202) 379-3317

KELLY / WARNER, PLLC

8283 N. Hayden Road, Suite 229

Scottsdale, Arizona 85258 

Raeesabbas Mohamed, Esq. (AZ Bar # 027418)

Email: raees@kellywarnerlaw.com

Phone: (480) 331-9397

Fax: (866) 961-4984

Attorneys for Plaintiffs 

* Licensed in VA, not in D.C.

Practice limited to federal matters

UNITED STATES DISTRICT COURT

DISTRICT OF ARIZONA

PHOENIX DIVISION

American Muslims for Palestine and Dr. 

Hatem Bazian

Plaintiffs,

vs.

Arizona Board of Regents on behalf of Arizona State University; and Mark Brnovich, 

in his official capacity as Attorney General 

of Arizona

Defendants.

Case No. CV-18-670-PHX-JJT

Second Declaration of Gadeir I. Abbas 

In Support Of Plaintiffs’ Opposition to 

Defendants’ Motion to Dismiss

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– 1 – SECOND DECLARATION OF GADEIR I. ABBAS

DECLARATION OF GADEIR I. ABBAS

1. My name is Gadeir I. Abbas. I am a Senior Litigation Attorney with the 

CAIR Legal Defense Fund in Washington, D.C. I represent Plaintiffs American Muslims 

for Palestine and Dr. Hatem Bazian in this case. I previously submitted a declaration in 

support of Plaintiffs’ Motion for a Preliminary Injunction (Dkt. 9-4). I have personal 

knowledge of the facts set out in this Declaration. If called upon as a witness I would 

competently testify as to the matters stated herein.

2. Attached as Exhibit A is a true and correct copy of a blank Arizona State 

University’s “Speaker / Artist / Performer Agreement” dated February 9, 2018. I received 

this copy from a reporter at the Arizona Capitol Times on March 5, 2018. According to the 

metadata of the PDF I received, it was created by Cynthia Leedom (an assistant in ASU’s 

Office of General Counsel) on February 22, 2018.

3. Attached as Exhibit B is a true and correct copy of the form Arizona State 

University Supplemental Terms and Conditions (Nov. 3, 2017). It is available as of today at 

https://ogc.asu.edu/sites/default/files/supptermsconditions_ogc_11.11.17.pdf. 

4. Attached as Exhibit C is a true and correct copy of the form Arizona State 

University Independent Contractor Agreement for Consulting, Services, and Deliverables

(Feb. 14, 2018). It is available as of today at https://www.asu.edu/purchasing/forms/consultant-agr.pdf.

5. Attached as Exhibit D is a true and correct copy of the University of Arizona’s “Contracting FAQs,” website with the answer to “What are the standard contracting 

language requirements?” expanded. It is available as of today at https://pacs.arizona.edu/contracting_faqs. 

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 2 of 84
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– 2 – SECOND DECLARATION OF GADEIR I. ABBAS

6. Attached as Exhibit E is a true and correct copy of Section 9.12: Independent Contractor Services as set forth in the University of Arizona’s Financial Services Manual. It is available as of today at https://policy.fso.arizona.edu/fsm/900/912. 

7. Attached as Exhibit F is a true and correct copy of the University of Arizona’s “Contracting FAQs,” website with the answer to “What standard contract forms are 

available through the Contracting Office?” expanded. It is available as of today at

https://pacs.arizona.edu/contracting_faqs. 

8. Attached as Exhibit G is a true and correct copy of the University of Arizona’s Form # 108, Performance Contract for Entertainers at University Events, used for 

compensation greater than $1,000. It is available as of today at https://pacs.arizona.edu/sites/pacs/files/108_performance_contract_over_1000_8-01-164_1.pdf. Paragraph 9 reads: “As required by ARS §§ 35-393 to 35-393.01, Performer certifies it is not 

currently engaged in a boycott of Israel and will not engage in a boycott of Israel during 

the term of this contract.”

9. Attached as Exhibit H is a true and correct copy of the University of Arizona’s Form # 109, Performance Arrangements for Entertainers at University Events, used 

for compensation less than $1,000. It is available as of today at https://pacs.arizona.edu/sites/pacs/files/109_performance_arrangement_under_1000_updated_8-01-

164_1.pdf. Paragraph 9 reads: “As required by ARS §§ 35-393 to 35-393.01, Performer 

certifies it is not currently engaged in a boycott of Israel and will not engage in a boycott 

of Israel during the term of this contract.”

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 3 of 84
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– 3 – SECOND DECLARATION OF GADEIR I. ABBAS

10. Attached as Exhibit I is a true and correct copy of Northern Arizona University’s information page for Contracting, Purchasing and Risk Management, displaying the 

“Contract Definition.” It is available as of today at https://nau.edu/Contracting/ContractDefinition/. This page contains a link to “Terms and Conditions” on the right sidebar. 

11. Attached as Exhibit J is a true and correct copy of Northern Arizona University’s information page for Contracting, Purchasing and Risk Management, displaying the 

“Standard Terms and Conditions.” It is available as of today at https://nau.edu/Contracting-Purchasing-Services/Terms-Conditions/. Paragraph 56 reads: “Participation in Boycott of Israel. Pursuant to Arizona Revised Statute §§ 35-393 and 35-393.01, Offeror certifies that it is not currently engaged in and agrees, for the duration of the Contract, to not 

engage in a Boycott of Israel.”

12. Attached as Exhibit K is a true and correct copy of an email thread between 

myself and Ms. Lisa Loo dated March 28, 2018. This thread attached the Arizona Board 

of Regents’ signatures on Plaintiffs’ modified speaker contracts.

13. Attached as Exhibit L is a true and correct copy of the final speaker contract

for the April 3, 2018 event with Dr. Hatem Bazian.

14. Attached as Exhibit M is a true and correct copy of the final speaker contract for the April 3, 2018 event with Mr. Taher Herzallah representing American Muslims 

for Palestine.

15. I verify under penalty of perjury under the laws of the United States that the 

foregoing is true and correct. 

Executed on May 14, 2018 at Washington, D.C.

By: /s/ Gadeir I. Abbas

Gadeir I. Abbas

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 4 of 84
Exhibit A

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 5 of 84
1

OGC 2.9.2018

SPEAKER/ARTIST/PERFORMER AGREEMENT

This Agreement is entered into as of __________________, 20__, between the Arizona Board of 

Regents acting for and on behalf of Arizona State University (ASU) and 

________________________________ 1 (Speaker), or ___________________________________, 

a(n) ________________, 2 as the authorized agent for Speaker. If 

Speaker is represented by an authorized agent, then references to Speaker herein will also refer to the 

authorized agent, where appropriate.

1. Engagement; Event. ASU hereby engages Speaker to personally provide the following services, 

and Speaker agrees to personally provide to ASU the following services (the Presentation) at the 

following Event (the Event): 

Event/Location: 

Dates and times of Event:

Speaker’s Presentation schedule: 

Title of Speaker’s Presentation: 

Speaker’s hospitality requirements: 

Speaker’s technical requirements: 

2. Notice. Any communication or notice required under this Agreement will be in writing and may 

either be given by personal delivery or sent, in all cases, against receipt, addressed to the following:

If to ASU: If to Speaker:

Attn: Attn: 

Email: Email: 

Notice will be deemed to be received upon actual receipt (or refusal of receipt) by the receiving 

party. 

3. Speaker Warranty. Speaker warrants that at all times during the Event, Speaker will personally 

provide Speaker’s best professional efforts. Speakers’ professional credentials are such that 

Speaker can provide the Presentation in a knowledgeable and professional manner.

4. Payment. ASU will pay Speaker the all-inclusive fee of $_________________ upon 

completion of the Presentation. Speaker will complete a Substitute W-9 Form, which must be 

signed by the person or entity to whom payment is to be issued. ASU will issue all payment in 

accordance with the information on the completed and signed Substitute W-9 Form.

 1 If an authorized agent is signing, please be sure to fill in the speaker name as well. 2 Include full legal name of authorized agent, state of formation, and type of entity (i.e.; ABC, Inc., an Arizona 

Corporation.)

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 6 of 84
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OGC 2.9.2018

5. Acceptance of Agreement. Speaker will accept and return this Agreement to ASU no later 

than __________________, 20__. In all events, this Agreement must be fully signed and received 

at ASU at least one week prior to the Event to allow on-time payment. This Agreement must be 

fully signed before payment can be processed. Please return a signed copy of this Agreement to 

ASU at the address set forth in Section 2.

6. Compliance with Law. Speaker will comply with all applicable ASU, City, County, State, and 

Federal laws, acts, codes, regulations and policies, including all applicable federal immigration 

laws and regulations that relate to employment.

7. Press Materials. Speaker will timely supply all press/promotion material requested by ASU.

8. Indemnity. Speaker will indemnify, defend, save and hold harmless the State of Arizona, its 

departments, agencies, boards, commissions, universities, and its and their officials, agents, and 

employees (collectively, Indemnitee) for, from, and against any and all claims, actions, liabilities, 

damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, 

investigation, and litigation) for bodily injury or personal injury (including death), or loss or 

damage to tangible or intangible property to the extent caused, or alleged to be caused, by: (i) the 

negligent or willful acts or omissions of Speaker, or any of its owners, officers, directors, members, 

managers, agents, employees, contractors or subcontractors (the Speaker Parties); (ii) a breach of 

this Agreement; or (iii) failure to comply with any applicable law, rule, or regulation. Speaker will 

be responsible for primary loss investigation, defense, and judgment costs where this 

indemnification is applicable.

9. Indemnification and Liability Limitation. Because ASU is a public institution, any 

indemnification, liability limitation, releases, or hold harmless provisions are limited as required 

by Arizona law, including Article 9, Sections 5 and 7 of the Arizona Constitution and ARS §§ 35-

154 and 41-621. ASU’s liability under any claim for indemnification is limited to claims for 

property damage, personal injury, or death to the extent caused by acts or omissions of ASU. 

10. Force Majeure. Neither Speaker nor ASU shall be liable to each other for failure to perform 

hereunder if failure is caused by civil tumult, strike, epidemic, or any other cause beyond the 

reasonable control of the parties (Force Majeure). The ingestion of alcohol, opioids, illegal 

substances, or the like, will not be deemed an event of Force Majeure. If the Event or Presentation 

is cancelled due to an event of Force Majeure, the parties will make reasonable efforts to 

reschedule, if feasible.

11. Cancellation. If either party cancels this Agreement or the Presentation, other than due to an 

event of Force Majeure, the other party will have all remedies afforded by law and in equity. In 

addition, if ASU cancels the Event or the Presentation, ASU will reimburse Speaker for reasonable 

expenses incurred in preparation for the Presentation up to the date ASU provides notice of 

cancellation. 

12. Liability; Insurance. Speaker, at its expense, will procure and maintain, for the duration of the 

Event, a policy of commercial general liability insurance in an amount of not less than $1,000,000, 

single limit, against claims for bodily injury, death and property damage occurring in connection 

with the Event and the Presentation. This insurance must name the Arizona Board of Regents, 

Arizona State University, and the State of Arizona as additional insureds. Speaker must provide 

ASU with a certificate evidencing this insurance coverage no later than 10 days prior to the 

Presentation.

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 7 of 84
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OGC 2.9.2018

13. Assignment. Speaker may not transfer or assign this Agreement or any of Speaker’s rights or 

obligations hereunder, either directly or indirectly, or by operation of law, without ASU’s prior 

written consent, and any attempt to the contrary will be void.

14. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the 

parties with respect to its subject matter. No prior or contemporaneous agreement or understanding 

will be effective.

15. Governing Law and Venue. This Agreement will be governed by the laws of the State of 

Arizona without regard to any conflicts of laws principles. ASU’s obligations are subject to the 

regulations/policies of the Arizona Board of Regents. Any proceeding arising out of or relating to 

this Agreement will be conducted in Maricopa County, Arizona. Each party consents to such 

jurisdiction, and waives any objection it may have to venue or convenience of forum.

16. Independent Contractor. Speaker is an independent contractor and is not an employee of ASU. 

Neither Speaker nor any personnel of Speaker will for any purpose be considered employees or 

agents of ASU. Speaker assumes full responsibility for the actions of Speaker’s personnel, and is 

solely responsible for their supervision, direction and control, payment of salary and expenses 

(including withholding income taxes and social security), worker’s compensation, and disability 

benefits.

17. Recordings; Use of Name and Likeness. Both parties may record the Presentation for internal 

records. No recording of the Presentation, either visual or audio, will be made by or on behalf of 

Speaker for the purposes of profit or significant distribution without prior written approval from 

ASU. ASU may require an additional payment for the privilege, and may require Speaker to sign 

a filming/recording agreement. ASU may record the Presentation on video tape, audio tape, film, 

photograph or any other medium, use Speaker’s name, likeness, voice and biographical material 

in connection with these recordings for purposes within the ASU mission, including education and 

research, and exhibit or distribute the recording in whole or in part without restrictions or limitation 

for any educational or promotional purpose that ASU deems appropriate.

18. No Revenue Sharing. Speaker will not participate in any revenues associated with the 

Presentation or Event. This includes: sponsorship, ticketing, ticketing fees, ASU concessions 

revenues, and any other revenue streams that may be associated with the Event.

19. Non-discrimination. The parties will comply with all applicable laws, rules, regulations, and 

executive orders governing equal employment opportunity, immigration, and nondiscrimination, 

including the Americans with Disabilities Act. If applicable, the parties will abide by the 

requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit 

discrimination against qualified individuals based on their status as protected veterans or 

individuals with disabilities, and prohibit discrimination against all individuals based on 

their race, color, religion, sex or national origin. Moreover, these regulations require that 

covered prime contractors and subcontractors take affirmative action to employ and 

advance in employment individuals without regard to race, color, religion, sex, national 

origin, protected veteran status or disability.

20. Conflicts of Interest. If within 3 years after the execution of this Agreement, Speaker hires as 

an employee or agent any ASU representative who was significantly involved in negotiating, 

securing, drafting, or creating this Agreement, then ASU may cancel this Agreement as provided 

in Arizona Revised Statutes (ARS) § 38-511.

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OGC 2.9.2018

21. Arbitration. The parties agree to arbitrate disputes filed in Arizona Superior Court that are 

subject to mandatory arbitration pursuant to ARS § 12-133. ARS § 12-1518 requires this provision 

in all ASU contracts.

22. Records. To the extent required by ARS § 35-214, the non-ASU parties to this Agreement 

(jointly and severally, Speaker) will retain all records relating to this Agreement. Speaker will 

make those records available at all reasonable times for inspection and audit by ASU or the Auditor 

General of the State of Arizona during the term of this Agreement and for 5 years after the 

completion of this Agreement. The records will be provided at ASU in Tempe, Arizona, or another 

location designated by ASU on reasonable notice to Speaker. 

23. Failure of Legislature to Appropriate. In accordance with ARS § 35-154, if ASU’s 

performance under this Agreement depends on the appropriation of funds by the Arizona 

Legislature, and if the Legislature fails to appropriate the funds necessary for performance, then 

ASU may provide written notice of this to Speaker and cancel this Agreement without further 

obligation of ASU. Appropriation is a legislative act and is beyond the control of ASU.

24. Weapons, Explosives, and Fireworks. ASU’s Weapons, Explosives, and Fireworks Policy

prohibits the use, possession, display, or storage of any weapon, explosive device, or fireworks on 

all land and buildings owned, leased, or under the control of ASU or its affiliated entities, in all 

ASU residential facilities (whether managed by ASU or another entity), in all ASU vehicles, and 

at all ASU or ASU affiliate sponsored events and activities, except as provided in ARS § 12-781, 

or unless written permission is given by ASU’s Police Chief or a designated representative. 

Speaker will notify all persons or entities who are employees, officers, subcontractors, consultants, 

agents, guests, invitees, or licensees of Speaker of this policy, and Speaker will enforce this policy 

against all such persons and entities.

25. Privacy; Educational Records. Student educational records are protected by the U.S. Family 

Educational Rights and Privacy Act, 20 U.S.C. § 1232g (FERPA). Speaker will not require any 

ASU students or employees to waive any privacy rights (including under FERPA or the European 

Union’s General Data Protection Regulation (GDPR)) as a condition for receipt of any educational 

services, and any attempt to do so will be void. Speaker will comply with FERPA and will not 

access or make any disclosures of student educational records to third parties without prior notice 

to and consent from ASU or as otherwise provided by law. If this Agreement contains a scope of 

work or other provision that requires or permits Speaker to access or release any student records, 

then, for purposes of this Agreement only, ASU designates Speaker as a “school official” for ASU 

under FERPA, as that term is used in FERPA and its implementing regulations. In addition, any 

access or disclosures of student educational records made by Speaker or any Speaker Parties must 

comply with ASU’s definition of legitimate educational purpose in SSM 107-01: Release of 

Student Information. If Speaker violates the terms of this section, Speaker will immediately 

provide notice of the violation to ASU.

26. Authorized Presence Requirements. As required by ARS § 41-4401, ASU is prohibited from 

awarding a contract to any contractor or subcontractor that fails to comply with ARS § 23-214(A) 

(verification of employee eligibility through the e-verify program). Speaker warrants that it and its 

subcontractors comply fully with all applicable immigration laws, rules, and regulations that relate 

to their employees and their compliance with ARS § 23-214(A). A breach of this warranty will be 

a material breach of this Agreement that is subject to penalties up to and including termination of 

this Agreement. ASU retains the legal right to inspect the papers of any contractor or subcontractor 

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 9 of 84
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OGC 2.9.2018

employee who works hereunder to ensure that the contractor or subcontractor is complying with 

the above warranty.

27. Tobacco-Free University. ASU is tobacco-free. For details visit asu.edu/tobaccofree.

28. Authority. If an individual or entity signs below on behalf of Speaker, such signatory 

represents and warrants that he/she/it has full and current authority to act and contract on behalf of 

Speaker and obligate Speaker, and that this Agreement is binding upon and enforceable against 

Speaker and the undersigned (if not Speaker) in accordance with its terms.

PRINT NAME OF SPEAKER OR

AGENT OF SPEAKER

_______________________________________________________

Signature

Signatory Name

Signatory Title

Date Signed

ARIZONA BOARD OF REGENTS FOR AND ON 

BEHALF OF ARIZONA STATE UNIVERSITY

Signature

Signatory Name

Signatory Title

Date Signed

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Exhibit B

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 11 of 84
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OGC 11.3.2017

EXHIBIT A

ARIZONA STATE UNIVERSITY SUPPLEMENTAL TERMS AND CONDITIONS

The text in red is for instructional purposes only. Please DELETE it from all contracts

To the extent any provisions of the foregoing contract with the Arizona Board of Regents, a body corporate, for and 

on behalf of Arizona State University (ASU) conflict with any of the provisions of this Exhibit, the provisions of 

this Exhibit will control. References to this Agreement include the foregoing contract and this Exhibit. All

provisions of this Agreement that anticipate performance after the termination of this Agreement, and all provisions 

necessary or appropriate to interpret and enforce such provisions, will survive termination of this Agreement. Use 

this paragraph when this is being attached as an Exhibit to a contract.

1. Nondiscrimination. The parties will comply with all applicable laws, rules, regulations, and executive orders 

governing equal employment opportunity, immigration, and nondiscrimination, including the Americans with

Disabilities Act. If applicable, the parties will abide by the requirements of 41 CFR §§ 60- 1.4(a), 60-

300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on

their status as protected veterans or individuals with disabilities, and prohibit discrimination against all

individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that 

covered prime contractors and subcontractors take affirmative action to employ and advance in

employment individuals without regard to race, color, religion, sex, national origin, protected veteran 

status or disability. Federal law requires in all contracts (including the boldface type).

2. Conflict of Interest. If within 3 years after the execution of this Agreement, Entity hires as an employee or 

agent any ASU representative who was significantly involved in negotiating, securing, drafting, or creating this 

Agreement, then ASU may cancel this Agreement as provided in Arizona Revised Statutes (ARS) § 38-511. Notice

is also given of ARS §§ 41-2517 and 41-753. State law requires in all contracts.

3. Arbitration. The parties agree to arbitrate disputes filed in Arizona Superior Court that are subject to 

mandatory arbitration pursuant to ARS § 12-133. ARS § 12-1518 requires this provision in all ASU contracts. State 

law requires in all contracts.

4. Dispute Resolution. If a dispute arises under this Agreement, the parties will exhaust all applicable 

administrative remedies under Arizona Board of Regents Policy 3-809. Required in procurement contracts.

5. Records. To the extent required by ARS § 35-214, the non-ASU parties to this Agreement (jointly and 

severally, Entity) will retain all records relating to this Agreement. Entity will make those records available at

all reasonable times for inspection and audit by ASU or the Auditor General of the State of Arizona during the term

of this Agreement and for 5 years after the completion of this Agreement. The records will be provided at ASU in

Tempe, Arizona, or another location designated by ASU on reasonable notice to Entity. Required in all contracts. 

Delivery of records may be electronic.

6. Failure of Legislature to Appropriate. In accordance with ARS § 35-154, if ASU’s performance under this 

Agreement depends on the appropriation of funds by the Arizona Legislature, and if the Legislature fails to

appropriate the funds necessary for performance, then ASU may provide written notice of this to Entity and cancel 

this Agreement without further obligation of ASU. Appropriation is a legislative act and is beyond the control of ASU.

Required in (virtually) all contracts. OGC must approve exceptions.

7. Weapons, Explosives, and Fireworks. ASU’s Weapons, Explosives, and Fireworks Policy prohibits the use,

possession, display or storage of any weapon, explosive device or fireworks on all land and buildings owned, leased, 

or under the control of ASU or its affiliated entities, in all ASU residential facilities (whether managed by ASU or

another entity), in all ASU vehicles, and at all ASU or ASU affiliate sponsored events and activities, except as

provided in ARS § 12-781, or unless written permission is given by ASU’s Police Chief or a designated

representative. Entity will notify all persons or entities who are employees, officers, subcontractors, consultants,

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OGC 11.3.2017

agents, guests, invitees or licensees of Entity of this policy, and Entity will enforce this policy against all such 

persons and entities. Required when Entity’s employees and affiliates may come onto an ASU campus or property.

8. Confidentiality. ASU, as a public institution, is subject to ARS §§ 39-121 to 39-127 regarding public 

records. Any provision regarding confidentiality is limited to the extent necessary to comply with Arizona law.

Required when contract includes confidentiality language that binds ASU.

9. Indemnification and Liability Limitations. Because ASU is a public institution, any indemnification, liability

limitation, releases, or hold harmless provisions are limited as required by Arizona law, including Article 9,

Sections 5 and 7 of the Arizona Constitution and ARS §§ 35-154 and 41-621. ASU’s liability under any claim for

indemnification is limited to claims for property damage, personal injury, or death to the extent caused by acts or 

omissions of ASU. Required when ASU is being asked to indemnify or agree to a limitation of liability.

10. Indemnification by Entity. Entity will indemnify, defend, save and hold harmless the State of Arizona, its 

departments, agencies, boards, commissions, universities, and its and their officials, agents and employees

(collectively, Indemnitee) for, from, and against any and all claims, actions, liabilities, damages, losses, or expenses

(including court costs, attorneys’ fees, and costs of claim processing, investigation, and litigation) for bodily injury 

or personal injury (including death), or loss or damage to tangible or intangible property to the extent caused, or 

alleged to be caused, by: (i) the negligent or willful acts or omissions of Entity, or any of its owners, officers,

directors, members, managers, agents, employees, contractors or subcontractors (the Entity Parties); (ii) a breach

of this Agreement; or (iii) failure to comply with any applicable law, rule, or regulation. Entity will be responsible for

primary loss investigation, defense and judgment costs where this indemnification is applicable. Indemnification 

provisions are required by State Risk, and should not be revised without OGC or Risk Management approval.

11. Responsibility. Each party is responsible for the negligent or willful acts or omissions of its employees and 

contractors when acting under such party’s direction and supervision. ASU recognizes an obligation to pay 

attorneys’ fees or costs only when assessed by a court of competent jurisdiction. Notwithstanding the terms of this

Agreement or any other document: (i) other than for employees and contractors acting under ASU’s direction and 

supervision, ASU is not responsible for any actions of any third parties, including its students; and (ii) no person may 

bind ASU unless they are an authorized signatory in PUR-202. Use first two sentences in all contracts other than 

real estate contracts). Use second sentence in all software contracts; it is optional in other contracts.

12. Advertising, Publicity, Names and Marks. Entity will not do any of the following, without, in each case, 

ASU’s prior written consent: (i) use any names, service marks, trademarks, trade names, logos, or other identifying 

names, domain names, or identifying marks of ASU (ASU Marks), including online, advertising, or promotional

purposes; (ii) issue a press release or public statement regarding this Agreement; or (iii) represent or imply any 

ASU endorsement or support of any product or service in any public or private communication. Any permitted use

of ASU Marks must comply with ASU’s requirements, including using the ® indication of a registered mark.

Required when Entity might use ASU Marks or issue press releases.

13. Privacy; Educational Records. Student educational records are protected by the U.S. Family Educational

Rights and Privacy Act, 20 U.S.C. § 1232g (FERPA). Entity will not require any ASU students or employees to 

waive any privacy rights (including under FERPA or the European Union’s General Data Protection Regulation 

(GDPR)) as a condition for receipt of any educational services, and any attempt to do so will be void. Entity will

comply with FERPA and will not access or make any disclosures of student educational records to third parties 

without prior notice to and consent from ASU or as otherwise provided by law. If this Agreement contains a scope of

work or other provision that requires or permits Entity to access or release any student records, then, for purposes of

this Agreement only, ASU designates Entity as a “school official” for ASU under FERPA, as that term is used in

FERPA and its implementing regulations. In addition, any access or disclosures of student educational records

made by Entity or any Entity Parties must comply with ASU’s definition of legitimate educational purpose in

SSM 107-01: Release of Student Information. If Entity violates the terms of this section, Entity will immediately 

provide notice of the violation to ASU. Entire paragraph required when Entity will have access to student records. If 

Entity will have no access to student records, only the first two sentences are needed. 

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OGC 11.3.2017

14. Title IX Obligation. Title IX protects individuals from discrimination based on sex, including sexual 

harassment. ASU fosters a learning and working environment built on respect and free of sexual harassment. 

ASU’s Title IX Guidance is available online. Entity will: (i) comply with ASU’s Title IX Guidance; (ii) provide 

ASU’s Title IX Guidance to any Entity Parties reasonably expected to interact with ASU students or employees, in 

person or online; and (iii) ensure that all Entity Parties comply with ASU’s Title IX Guidance. Required when 

Entity Parties will interact with ASU students or employees, either in person or online. 

15. Authorized Presence Requirements. As required by ARS § 41-4401, ASU is prohibited from awarding a 

contract to any contractor or subcontractor that fails to comply with ARS § 23-214(A) (verification of employee 

eligibility through the e-verify program). Entity warrants that it and its subcontractors comply fully with all

applicable immigration laws, rules, and regulations that relate to their employees and their compliance with ARS § 

23-214(A). A breach of this warranty will be a material breach of this Agreement that is subject to penalties up to 

and including termination of this Agreement. ASU retains the legal right to inspect the papers of any contractor

or subcontractor employee who works hereunder to ensure that the contractor or subcontractor is complying with

the above warranty. Required in procurement contracts.

16. Tobacco-Free University. ASU is tobacco-free. For details visit asu.edu/tobaccofree. Required when Entity 

Parties may come onto an ASU campus.

17. Intellectual Property Ownership. All Intellectual Property that Entity or any of the Entity Parties make, 

conceive, discover, develop or create, either solely or jointly with any other person or persons including ASU,

specifically for or at the request of ASU in connection with this Agreement (Contract IP), will be owned by ASU. 

To the extent any Contract IP is not considered work made for hire for ASU (or if ownership of all rights therein does 

not otherwise vest exclusively in ASU), Entity hereby irrevocably assigns, and will cause the Entity Parties to so

assign, without further consideration, to ASU all right, title and interest in and to all Contract IP, including all 

copyright rights of ownership. Intellectual Property means all ASU Data, any and all inventions, designs, original 

works of authorship, formulas, processes, compositions, programs, databases, data, technologies, discoveries, ideas, 

writings, improvements, procedures, techniques, know-how, and all patent, trademark, service mark, trade secret, 

copyright and other intellectual property rights (and goodwill) relating to the foregoing. Entity will make full and 

prompt disclosure of the Contract IP to ASU. Entity will, and will cause the Entity Parties to, as and when requested 

by ASU, do such acts, and sign such instruments to vest in ASU the entire right, titleand interest to the Contract IP, 

and to enable ASU to prepare, file, and prosecute applications for, and to obtain patents and/or copyrights on, the

Contract IP, and, at ASU’s expense, to cooperate with ASU in the protection and/or defense of the Contract IP.

Required whenever Entity may create any IP (including written or creative materials) for ASU under the contract.

Alternate language if Entity is not creating any Intellectual Property for or at the request of ASU:

Intellectual Property Ownership. Neither Entity nor any Entity Parties will make, conceive, discover, develop or 

create, either solely or jointly with any other person or persons including ASU, any Intellectual Property specifically 

for or at the request of ASU in connection with this Agreement (Contract IP). However, to the extent any Contract IP

is created, it will be owned by ASU and Entity hereby irrevocably assigns, and will cause all Entity Partiesto so assign,

without further consideration, to ASU all right, title and interest to all Contract IP. Intellectual Property means any 

and all ASU Data, inventions, designs, original works of authorship, formulas, processes, compositions, programs, 

databases, data, technologies, discoveries, ideas, writings, improvements, procedures, techniques, know-how, and 

all patent, trademark, service mark, trade secret, copyright and other intellectual property rights (and goodwill) 

relating to the foregoing. Entity will make full and prompt disclosure of the Contract IP toASU.

Alternate language if the contract is a real estate lease and ASU is the landlord:

Information Technology. Tenant, at Tenant's cost, will acquire, maintain, and use, only its own information 

technology services, including a private network, hardware, software, and voice, data and internet access 

(Technology Services). Tenant’s Technology Services will be separate from ASU’s Technology Services.

18. Entity’s Intellectual Property Ownership Rights. Entity will retain ownership of its pre-existing Intellectual

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Property, including any that may be incorporated into the Contract IP, provided that Entity informs ASU in

writing before incorporating any pre-existing Intellectual Property into any Contract IP. Entity hereby grantsto ASU a

perpetual, irrevocable, royalty-free, worldwide right and license (with the right to sublicense), to freely use, make, 

have made, reproduce, disseminate, display, perform, and create derivative works based on such pre-existing

Intellectual Property as may be incorporated into the Contract IP or otherwise provided to ASU in the course of 

performing under this Agreement. Use when para 17 (not the alternatives) above is included.

19. Data Use, Ownership, and Privacy. As between the parties, ASU will own, or retain all of its rights in, all

data and information that ASU provides to Entity, as well as all data and information managed by Entity on 

behalf of ASU, including all output, reports, analyses, and other materials relating to, derived from, or generated 

pursuant to this Agreement, even if generated by Entity, as well as all data obtained or extracted through ASU’s or 

Entity’s use of such data or information (collectively, ASU Data). ASU Data also includes all data and information 

provided directly to Entity by ASU students and employees, and includes personal data, metadata, and user content.

ASU Data will be ASU’s Intellectual Property and Entity will treat it as ASU’s confidential and proprietary 

information. Entity will not use, access, disclose, or license, or provide to third parties, any ASU Data, except: (i) to

fulfill Entity’s obligations to ASU hereunder; or (ii) as authorized in writing by ASU. Without limitation, Entity 

will not use any ASU Data, whether or not aggregated or de-identified, for product development, marketing,

profiling, benchmarking, or product demonstrations, without, in each case, ASU’s prior written consent. Entity

will not, directly or indirectly: (x) attempt to re-identify or de- aggregate de-identified or aggregated information; 

or (y) transfer de-identified and aggregated information to any third party unless that third party agrees not to attempt

re-identification or de-aggregation. For ASU Data to be considered de- identified, all direct and indirect personal

identifiers must be removed, including names, ID numbers, dates of birth, demographic information, location

information, and school information. Upon request by ASU, Entity will deliver, destroy, and/or make available to 

ASU, any or all ASU Data.

Notwithstanding the foregoing, if this Agreement allows Entity to provide aggregated and de-identified data to third 

parties, then Entity may provide such data solely to the extent allowed in this Agreement, and, unless otherwise stated 

herein, only if such data is aggregated with similar data of others (i.e. is not identified as ASU, ABOR, or Arizonaspecific). First two paragraphs are required when Entity receives, has access to, stores, or analyzes ASU Data. Must 

use if para 20, Info Sec is used. Add 3rd paragraph only when contract requires or allows Entity to provide 

aggregated and deidentified data to Entity’s customers.

20. Information Security. All systems containing ASU Data must be designed, managed, and operated in 

accordance with information security best practices and in compliance with all applicable laws, rules, and 

regulations. To diminish information security threats, Entity will (either directly or through its third party service 

providers) meet the following requirements:

(a) Access Control. Control access to ASU's resources, including sensitive ASU Data, limiting access to legitimate 

business need based on an individual’s job-related assignment. Entity will, or will cause the system administrator 

to, approve and track access to ensure proper usage and accountability, and Entity will make such information 

available to ASU for review, upon ASU’s request.

(b) Incident Reporting. Report information security incidents immediately to ASU (including those that involve 

information disclosure incidents, unauthorized disclosure of ASU Data, network intrusions, successful virus attacks, 

unauthorized access or modifications, and threats and vulnerabilities).

(c) Off Shore. Direct services under this Agreement will be performed within the borders of the United States.

Any services that are described in this Agreement that directly serve ASU and may involve access to secure or

sensitive ASU Data or personal client data or development or modification of software for ASU will be performed

within the borders of the United States. Unless stated otherwise in this Agreement, this requirement does not apply to

indirect or "overhead" services, redundant back-up services or services that are incidental to the performance of this

Agreement. This provision applies to work performed by subcontractors at all tiers and to all ASU Data.

(d) Patch Management. Carry out updates and patch management for all systems and devices in a timely manner 

and to the satisfaction of ASU. Updates and patch management must be deployed using an auditable process that 

can be reviewed by ASU upon ASU’s request.

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(e) Encryption. All systems and devices that store, process or transmit sensitive ASU Data must use an industry 

standard encryption protocol for data in transit and at rest.

(f) Notifications. Notify ASU immediately if Entity receives any kind of subpoena for or involving ASU Data, if 

any third-party requests ASU Data, or if Entity has a change in the location or transmission of ASU Data. All 

notifications to ASU required in this Information Security paragraph will be sent to ASU Information Security 

at Infosec@asu.edu, in addition to any other notice addresses in this Agreement.

The above language goes in all contracts whenever the Agreement meets at least one of thesecriteria

(1) ASU is purchasing or leasing software, or processing a software renewal,

(2) Entity is creating any code for ASU,

(3) Entity receives, stores, or analyzes ASU Data (including if the data is not online), or

(4) Entity is hosting, or managing by infrastructure outside of ASU, including in the cloud, ASUData. ALSO the 

following language must be included when the Agreement is for Item(s) 1-4 above asindicated.

(g) Security Reviews. Complete SOC2 Type II or substantially equivalent reviews in accordance with industry 

standards, which reviews are subject to review by ASU upon ASU’s request. Currently, no more than two reviews 

per year are required. Item 4

(h) Scanning and Penetration Tests. Perform periodic scans, including penetration tests, for unauthorized 

applications, services, code and system vulnerabilities on the networks and systems included in this Agreement in 

accordance with industry standards and ASU standards (as documented in NIST 800-115 ) or equivalent. All web 

based applications (e.g. HTTP/HTTPS accessible URLs, APIs, and web services) are required to have their own 

web application security scan and remediation plan. Entity must correct weaknesses within a reasonable period of 

time, and Entity must provide proof of testing to ASU upon ASU’s request. Item 3 and/or 4

(i) ASU Rights. ASU reserves the right (either directly or through third party service providers) to scan and/or 

penetration test any purchased and/or leased software regardless of where it resides. Items 1, 2, and/or 4

(j) Secure Development. Use secure development and coding standards including secure change management 

procedures in accordance with industry standards. Perform penetration testing and/or scanning prior to 

releasing new software versions. Entity will provide internal standards and procedures to ASU for review upon ASU

request. Items 1, 2 and/or 4

Any changes to this Info. Security paragraph must be approved by an ASU Info. Security officer or director.

21. Background Checks. Entity will, at Entity’s expense, conduct reference checks, and employment, education, 

SSN trace, National Sex Offender Registry, and criminal history record checks (collectively, Screenings) on those 

persons employed or contracted by Entity for security or safety-sensitive positions, as defined in ASU ACD 126, or 

who may have access to sensitive or highly sensitive ASU data, as defined ASU’s Data Handling Standard. Entity 

will conduct all Screenings within 90 days prior to a person commencing work under this Agreement. Entity will 

exclude from any direct participation in Entity’s performance under this Agreement, any unqualified persons. Entity 

will maintain, as part of the records Entity is required to maintain hereunder, all Screening information and all 

documentation relating to work performance for each employee or contractor who performs work hereunder. Entity 

will abide by all applicable laws, rules and regulations, including the Fair Credit Reporting Act, and equal 

opportunity laws, rules, and regulations. Required whenever Entity will be handling tasks for which Screenings are 

required. If Screenings would not be required, recommend using the fourth (highlighted) sentence only. References: 

ACD 126, ABOR 6-709, ARS 15-1649, and getprotected.asu.edu/policy/security-standards.

22. Payment Card Industry Data Security Standard. For e-commerce business and/or payment card 

transactions, Entity will comply with the requirements and terms of the rules of all applicable payment card industry

associations or organizations, as amended from time to time (PCI Security Standards), and be solely responsible for 

security and maintaining confidentiality of payment card transactions processed by means of electronic commerce 

up to the point of receipt of such transactions by a qualified financial institution.

Entity will, at all times during the term of this Agreement, be in compliance with the then currentstandard for Payment 

Card Industry Data Security Standard (PCI DSS), Payment Application Data Security Standard (PA-DSS) for 

software, and PIN Transaction Security (PCI PTS) for hardware. Entity will provide attestation of compliance to 

ASU annually by delivering to ASU current copies of the following: (i) Entity’s “Attestation of Compliance for 

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Onsite Assessments – Service Providers;” (ii) an attestation that all ASU locations are being processed and secured 

in the same manner as those in Entity’s “PCI Report on Compliance;” and (iii) a copy of Entity’s PCI Report on 

Compliance cover letter. Entity will notify ASU immediately if Entity becomes non-compliant, and of the 

occurrence of any security incidents (including information disclosure incidents, network intrusions, successful 

virus attacks, unauthorized access or modifications, and threats and vulnerabilities).

Entity’s services must include the following:

(a) Entity maintains its own network operating on its own dedicated infrastructure. Entity’s network includes a 

firewall that (i) includes access control rules that separate Entity’s PCI network from ASU, and (ii) restricts any 

communication between Entity’s network devices and ASU systems.

(b) Entity treats the ASU network as an untrusted network and no unencrypted cardholder data traverses or 

otherwise is stored on ASU’s network, and ASU has no ability to decrypt cardholder data.

(c) All devices must be SRED (secure reading and exchange of data), EMV (Europay, MasterCard and VISA) and 

PTS POI compliant. Use when Entity is processing credit and debit card transactions on behalf of ASU.

23. Americans with Disabilities Act and Rehabilitation Act. Entity will comply with all applicable provisions 

of the Americans with Disabilities Act, the Rehabilitation Act of 1973, and all applicable federal regulations, as 

amended from time to time (ADA Laws). All electronic and information technology and products and services to be 

used by ASU faculty/staff, students, program participants, or other ASU constituencies must be compliant with the

ADA Laws. Compliance means that a disabled person can acquire the same information, engage in the same 

interactions, and enjoy the same services as a nondisabled person, in an equally effective and integrated manner, 

with substantially equivalent ease of use. Required in all contracts for electronic and information technology and 

products and services to be used by employees, students, program participants, or other ASU constituencies.

24. Warranties. Entity warrants to ASU that: (i) all of the Agreement services will be performed in a professional 

and workmanlike manner and in conformity with industry standards by persons reasonably suited by skill, training 

and experience for the type of services they are assigned to perform; (ii) Entity will comply, and will be responsible

for ensuring Entity Parties comply, with all applicable laws, rules, and regulations in the performance of this

Agreement; (iii) Entity owns or has sufficient rights in all goods and services to be delivered by Entity, and the

goods and services delivered by Entity will not infringe upon or violate any Intellectual Property of any third parties;

(iv) any code or software developed or delivered by Entity to ASU will not contain any viruses, worms, Trojan

Horses, or other disabling devices or code; (v) in addition to any implied warranties, all goods and services 

delivered by Entity will conform to the specifications and descriptions created therefor; and (vi) all sensitive data, 

personal data, and personally identifiable data, as those terms may be defined in applicable laws, rules and 

regulations (PII) provided by Entity to ASU was obtained legally and Entity has obtained all requisite consents for 

(a) Entity to provide the PII to ASU, and (b) ASU to use the PII for the purposes and in the jurisdictions set forth in 

the Agreement. The first two warranties go in all contracts. Use iii iv v and vi as applicable when Entity is 

developing or delivering code, software, intellectual property, or PII to ASU.

25. No Boycott of Israel. As required by ARS § 35-393.01, Entity certifies it is not currently engaged in a boycott 

of Israel and will not engage in a boycott of Israel during the term of this Agreement. Required in contracts to 

acquire or dispose of services, supplies, information technology, and construction. Not required in contracts with 

public entities (such as IGAs)

26. Insurance Requirements. Without limiting any liabilities or any other obligation of Entity, Entity will 

purchase and maintain (and cause its subcontractors to purchase and maintain), until all of their obligations have 

been discharged or satisfied, including any warranty periods under this Agreement, insurance against claims that

may arise from or in connection with the performance of the work hereunder by Entity, its agents, representatives, 

employees or subcontractors, as described on Exhibit A. Required by State Risk.

27. Notices. All notices and communications required or permitted under this Agreement will be in writing and 

will be given by personal delivery against receipt (including private courier such as FedEx), or certified U.S. Mail,

return receipt requested. All notices and communications will be sent to the addresses below or such other addresses

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 17 of 84
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as the parties may specify in the samemanner:

To ASU: With a copy to:

(Department name) Purchasing and Business Services or appropriate dept. 

PO Box _______ Tempe, AZ 85287-_____ PO Box 875212

Attn: (use title – no individual names) Tempe, AZ 85287-5212

Attn: Chief Procurement Officer or dept. business officer

To Entity: With a copy to:

__________________________________ ______________________________

__________________________________ ______________________________

__________________________________ ______________________________

Notices, if delivered, and if provided in the manner set forth above, will be deemed to have been given and received 

on the date of actual receipt or on the date receipt was refused. Any notice to be given by any party may be 

given by legal counsel for such party. Goes in all contracts that lack an adequate notice provision.

28. Termination. ASU may terminate this Agreement with or without cause on 30 days’ notice to Entity. If this 

Agreement is terminated pursuant to this section, ASU will have no further obligations other than payment for 

services rendered, goods received, and expenses incurred, and Entity will refund to ASU all prepaid amounts for 

goods or services not delivered or rendered. The term of this Agreement will not exceed 5 years. Use unless 

otherwise agreed in the contract. A term longer than 5 years requires approval of CFO or GC (other than real estate 

leases, whose term is governed by ABOR 7-209).

29. Leased Employees. Entity will determine and inform ASU if any leased employees are retired members of the 

Arizona State Retirement System prior to the leased employee performing any work under this Agreement.

Required when Entity is providing temporary staff.

30. Foreign Corrupt Practices Act/UK Bribery Act/ Local Anti-corruption Law Compliance. Entity warrants

that it is familiar with the U.S. laws prohibiting corruption and bribery under the U.S. Foreign Corrupt Practices

Act and the United Kingdom laws prohibiting corruption and bribery under the UK Bribery Act. In connection 

with Entity’s work under this Agreement, Entity will not offer or provide money or anything of value to any

governmental official or employee or any candidate for political office in order to influence their actions or 

decisions, to obtain or retain business arrangements, or to secure favorable treatment in violation of the Foreign 

Corrupt Practices Act, the UK Bribery Act, or any other local anti-corruption law, either directly or indirectly. Any 

breach of the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, or other local anti-corruption law, will be a 

material breach of this Agreement. Required when Entity is a foreign person or entity, or when the contract calls for 

services to be performed outside the U.S.

31. Export Controls. Interactions between U.S. nationals and non-U.S. nationals may be subject to U.S. laws and 

regulations controlling the transfer or sharing of information or technical data, computer software, laboratory 

prototypes and other commodities (Technology), as defined and restricted by the U.S. Export Administration 

Regulations, U.S. International Traffic in Arms Regulations, and through the sanctions and embargoes established 

through the Office of Foreign Assets Control (collectively, the Export Control Laws). None of the work undertaken 

pursuant to this Agreement will require either party to take or fail to take any action that would cause a violation of 

any of the Export Control Laws. If any work to be undertaken pursuant to this Agreement requires, in ASU’s sole

judgment and discretion, a license or authorization from any agency or authority of the U.S. government and/or any

written assurances that the party receiving any Technology will not re-export, transfer, or otherwise share such 

Technology to or with certain other foreign nationals or destinations without the prior approval of the U.S.

government, no such work will be required unless and until the appropriate license or written assurance is 

obtained. The parties will cooperate to facilitate compliance with applicable requirements of the Export Control

Laws. Required when Entity is a foreign person or entity.

32. Assignment. Entity may not transfer or assign this Agreement or any of Entity’s rights or obligations

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hereunder, either directly or indirectly, or by operation of law, without ASU’s prior written consent, and any attempt 

to the contrary will be void. Use if assignment is not addressed, or to replace any provision that allows Entity to 

assign for any reason without ASU consent. 

33. Governing Law and Venue. This Agreement will be governed by the laws of the State of Arizona without 

regard to any conflicts of laws principles. ASU’s obligations are subject to the regulations/policies of the Arizona

Board of Regents. Any proceeding arising out of or relating to this Agreement will be conducted in Maricopa 

County, Arizona. Each party consents to such jurisdiction, and waives any objection it may have to venue or 

convenience of forum. Use in all contracts.

34. Data Protection. Entity will ensure that all services undertaken pursuant to this Agreement are performed in 

compliance with applicable privacy and data protection laws, rules, and regulations, If Entity will serve as a 

Processor of ASU Data that includes Personal Data of Data Subjects who reside in the European Union, Entity will 

cooperate with ASU to comply with the EU General Data Protection Regulation (GDPR) with respect to such 

Personal Data and Data Subjects. This includes ensuring that all Data Subjects have signed appropriate Consents, 

and signing and complying with all documents and agreements reasonably requested by ASU, including any data 

processing agreements. All capitalized terms in this paragraph not otherwise defined in this Agreement are defined 

in the GDPR. Use first sentence when Entity may collect, store, transmit, or have access to Personal Data of people 

who are resident outside of the U.S. Use entire paragraph if the people may be resident in the EU.

35. Academic Freedom and Accreditation. ASU must comply with the policies, standards, and requirements of 

ABOR and ASU’s accrediting bodies. ASU will maintain ultimate authority over all curriculum. ASU may veto or 

otherwise not follow or enforce any terms, requirements, or decisions contrary to the policies, standards, and 

requirements of ABOR and any accrediting entities. None of ASU’s obligations in the Agreement will be construed 

to limit academic freedom. Use when Entity may be developing courseware, classes, or course content. Use last 

sentence when ASU is required to state that online content is not obscene or defamatory.

36. Essence of Time. Time is of the essence in the performance of this Agreement. Use in all real estate and 

construction contracts. Optional in other contracts. 

THE ARIZONA BOARD OF REGENTS,

a body corporate, for and on behalf of 

ARIZONA STATE UNIVERSITY

By:

Print Name: 

Title:

Date Signed: 

ENTITY:

By: 

Print Name: 

Title:

Date Signed: 

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EXHIBIT A

Insurance Requirements

Without limiting any liabilities or any other obligation of Entity, Entity will purchase and maintain (and cause its 

subcontractors to purchase and maintain), until all of their obligations have been discharged or satisfied, including 

any warranty periods under this Agreement, insurance against claims that may arise from or in connection with the

performance of the work hereunder by Entity, its agents, representatives, employees or subcontractors, as described 

in this Exhibit A.

These insurance requirements are minimum requirements for this Agreement and in no way limit any indemnity

covenants in this Agreement. ASU does not warrant that these minimum limits are sufficient to protect Entity from 

liabilities that might arise out of the performance of the work under this Agreement by Entity, its agents, 

representatives, employees, or subcontractors. These insurance requirements may change if Vendor is a foreign 

entity, or with foreign insurance coverage.

A. Minimum Scope and Limits of Insurance: Entity’s insurance coverage will be primary insurance with 

respect to all other available sources. Entity will provide coverage with limits of liability not less than those stated

below:

1. Commercial General Liability – Occurrence Form. Policy will include bodily injury, property damage,

personal injury, and broad form contractual liability coverage.

• General Aggregate $2,000,000

• Products – Completed Operations Aggregate $1,000,000

• Personal and Advertising Injury $1,000,000

• Contractual Liability $1,000,000

• Fire Legal Liability (only if Agreement is for leasing space) $ 50,000

• Each Occurrence $1,000,000

a. Policy will include the following additional insured language: “The State of Arizona, its departments, agencies,

boards, commissions, universities, and its officers, officials, agents, and employees, will be named as additional 

insureds with respect to liability arising out of the activities performed by or on behalf of Entity.”

b. Policy will contain a waiver of subrogation against the State of Arizona, its departments, agencies, boards, 

commissions, universities, and its officers, officials, agents, and employees, for losses arising from work 

performed by or on behalf of Entity.

2. Automobile Liability. Bodily Injury and Property Damage for any owned, hired, and/or non-owned vehicles 

used in the performance of this Agreement. If Entity is a vehicle transportation company, a combined single limit 

of $1,000,000. If the scope of work for this Agreement includes driving in connection with the services rendered 

under this Agreement, then coverage will be $100,000 per person, $300,000 per accident, and $50,000 property 

damage. Required when Entity will be driving on ASU campus on ASU business.

a. Policy will include the following additional insured language: “The State of Arizona, its departments, agencies,

boards, commissions, universities, and its officers, officials, agents, and employees, will be named as additional 

insureds with respect to liability arising out of the activities performed by or on behalf of Entity, involving vehicles 

owned, leased, hired, or borrowed by Entity.”

b. Policy will contain a waiver of subrogation against the State of Arizona, its departments, agencies, boards, 

commissions, universities, and its officers, officials, agents, and employees, for losses arising from work 

performed by or on behalf of Entity.

c. Policy will contain a severability of interest provision.

3. Worker’s Compensation and Employers’ Liability. Applicable statutory limits, as amended from time to time.

a. Policy will contain a waiver of subrogation against the State of Arizona, its departments, agencies, boards, 

commissions, universities, and its officers, officials, agents, and employees, for losses arising from work 

performed by or on behalf of Entity.

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b. This requirement will not apply to any contractor or subcontractor exempt under ARS § 23-901, when such 

contractor or subcontractor signs the appropriate waiver (Sole Proprietor/Independent Contractor) form.

4. Technology/Network Errors and Omissions Insurance. If para. 20 Info Security, is not used, and the Agreement

does not otherwise address technology, then this may be replaced with para. 5 below, i applicable.

• Each Claim $2,000,000

• Annual Aggregate $4,000,000

a. This insurance will cover Entity’s liability for acts, errors and omissions arising out of Entity’s operations or 

services, including loss arising from unauthorized access, or use that results in identity theft orfraud.

b. If the liability insurance required by this Agreement is written on a claims-made basis, Entity warrants that any

retroactive date under the policy will precede the effective date of this Agreement, and that either continuous

coverage will be maintained or an extended discovery period will be exercised for a period of 2 years beginning at 

the time work under this Agreement is completed.

c. Policy will cover professional misconduct for those positions defined in the scope of work of this Agreement.

5. Professional Liability (Errors and Omissions Liability). Use if para. 4 above is not used, and the Agreement

includes the provision of services.

• Each Claim $1,000,000

• Annual Aggregate $2,000,000

a. If the professional liability insurance required by this Agreement is written on a claims-made basis, Entity 

warrants that any retroactive date under the policy will precede the effective date of this Agreement; and that either

continuous coverage will be maintained or an extended discovery period will be exercised for 2 years beginning at 

the time work under this Agreement is completed.

b. Policy will cover professional misconduct for those positions defined in the scope of work of this Agreement.

B. Cancellation; Material Changes: Cancellation notices will be delivered to ASU in accordance with all 

policy provisions. Notices required in this Section must be sent directly to ASU Director of Risk Management, 

PO Box 876512, Tempe, AZ, 85287-6512 and will be sent by U.S. certified mail, return receipt requested.

C. Acceptability of Insurers: Insurance is to be placed with duly licensed or approved non-admitted insurersin 

the State of Arizona with an “A.M. Best” rating of not less than A- VII. ASU in no way warrants that the above 

required minimum insurer rating is sufficient to protect Entity from potential insurer insolvency. Self-Insurance 

may be accepted in lieu of or in combination with insurance coverage requested.

D. Verification of Coverage: Entity will furnish ASU with valid certificates of insurance as required by this 

Agreement. All valid certificates evidencing insurance required by this Agreement are to be received and approved

by ASU before work commences. Each insurance policy required by this Agreement must be in effect at or prior to 

commencement of work under this Agreement and remain in effect for the term of this Agreement. Failure to

maintain the insurance policies as required by this Agreement, or to provide evidence of renewal, is a material 

breach of contract.

All certificates required by this Section must be sent to ASU Director of Risk Management, PO Box 876512, 

Tempe, AZ, 85287-6512. ASU’s project or purchase order number and project description will be noted on each

certificate of insurance. The State of Arizona and ASU may require complete, certified copies of policies at the 

time of notice of any loss or claim.

E. Subcontractors. Entity’s certificate(s) may include all subcontractors as insureds under its policies as 

required by this Agreement, or Entity will furnish to ASU copies of valid certificates and endorsements for each 

subcontractor. Coverages for subcontractors will be subject to the minimum requirements identified above.

F. Approval. These insurance requirements are the standard insurance requirements of ASU. Any modification 

or variation from the insurance requirements in this Agreement will require the approval of ASU’s 

Department of Risk and Emergency Management.

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 21 of 84
Exhibit C

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 22 of 84
OGC. 2.14.2018 1 

Arizona State University

INDEPENDENT CONTRACTOR AGREEMENT FOR

CONSULTING, SERVICES, AND DELIVERABLES

THIS AGREEMENT is made between the Arizona Board of Regents, a body corporate, for and on behalf of

Arizona State University (ASU) and _____________________________________________________________, 

a ___________________________________1 (Vendor), effective as of ______________, 20__ (the Effective Date). 

In consideration of the mutual obligations specified in this Agreement, the parties agree as follows:

1. Engagement; Services and Deliverables. ASU retains Vendor, as of the Effective Date, and Vendor accepts such

engagement, to perform the services as and when described on Exhibit A (the Services). As part of the Services,

Vendor will deliver to ASU all reports, code, documents, software, and other items and materials as and when

described on Exhibit A (the Deliverables).

2. Compensation. ASU will pay Vendor for the Services (which by definition include the Deliverables) as and when

set forth on Exhibit B. Unless described with specificity on Exhibit B, Vendor will be solely responsible for all

expenses it incurs in connection with Vendor’s obligations under this Agreement. ASU will make all payments to

Vendor in Vendor’s legal name as set forth in the opening paragraph.

3. Term and Termination. The obligations of the parties will commence on the Effective Date and, unless sooner

terminated, expire on the earlier of the date that the Services are completed, or ______ months after the Effective

Date (the Term). Total Term will not exceed 5 years. ASU may terminate this Agreement with or without cause upon

10 days’ prior written notice to Vendor. Upon termination, ASU will have no further obligations to Vendor other

than payment for Services rendered and Deliverables delivered, in each case as of the effective date of termination.

All provisions of this Agreement that anticipate performance after termination, and all provisions necessary to

interpret and enforce them, will survive termination of this Agreement.

4. Independent Contractor. Vendor is an independent contractor. Neither Vendor nor any of Vendor’s owners,

officers, directors, managers, members, employees, agents, contractors, or subcontractors (collectively, with Vendor,

the Vendor Parties), will be employees, agents, partners, or joint venturers of ASU. None of the Vendor Parties will

be eligible for any benefits from ASU, including worker’s compensation coverage, nor will ASU make deductions

from any amounts payable to Vendor for taxes. Taxes for any amounts paid to Vendor will be Vendor’s sole

responsibility. Vendor is responsible to ASU for the compliance with this Agreement by the Vendor Parties.

5. Hours; Business Operations. Vendor will determine Vendor’s hours of work. ASU will not combine the business

operations of ASU with Vendor; these operations will be maintained separately. Vendor will provide all tools,

equipment, and supplies Vendor determines to be necessary to perform the Services, and Vendor will obtain and

maintain in full force and effect all business registrations or licenses required to perform the Services.

6. Supervision. Vendor is using its own knowledge, skill, and technical know-how in the performance of the

Services and is not being supervised by ASU. The conduct and control of Services under this Agreement lies solely

with Vendor, and ASU is interested only in final results.

7. Records and Reports. Vendor will provide interim written reports concerning the performance of the Services

as and when ASU may request. Upon termination of the Term, Vendor will, if requested by ASU, provide a final

written report regarding the Services.

8. Nondisclosure and Trade Secrets. Vendor may receive (or has received) from ASU, and may otherwise be

exposed to confidential and proprietary information relating to ASU’s business practices, strategies, and

technologies, as well as confidential information of ASU necessary to perform the Services (collectively, ASU

Confidential Information). ASU Confidential Information may include, but is not be limited to, confidential and

proprietary information supplied to Vendor with the legend “ASU Confidential and Proprietary,” or other

1 Insert full legal Vendor name. If Vendor is a corporation, partnership, or llc, state corporate suffix and state of formation. If 

Vendor is an individual, state full legal name and if Vendor is married whether Vendor is dealing with Vendor’s community or 

separate property. 

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 23 of 84
OGC. 2.14.2018 2 

designations of confidentiality. As between Vendor and ASU, ASU Confidential Information is the sole, exclusive, 

and valuable property of ASU. Vendor will not reproduce or otherwise use any ASU Confidential Information except 

in the performance of the Services, and will not disclose any ASU Confidential Information to any third party, either 

during or after the Term, except with ASU’s prior written consent. Upon termination of this Agreement, Vendor will 

cease using, and will return to ASU, all originals and all copies of ASU Confidential Information, in all forms and 

media, in Vendor’s possession or under Vendor’s control. In addition, Vendor will not disclose or otherwise make 

available to ASU any confidential information of Vendor or received by Vendor from any third party. 

Vendor will have no obligation to maintain as confidential any ASU Confidential Information that Vendor can show: 

(i) was already lawfully in the possession of or known by Vendor before receipt from ASU; (ii) is or becomes

generally known in the industry through no violation of this Agreement or any other agreement; (iii) is lawfully

received by Vendor from a third party without restriction on disclosure or use; (iv) is required to be disclosed by

court order following notice to ASU sufficient to allow ASU to contest such order; or (v) is approved in writing by

ASU for release or other use by Vendor.

9. Data Use, Ownership, and Privacy. As between the parties, ASU will own, or retain all of its rights in, all data

and information that ASU provides to Vendor, as well as all data and information managed by Vendor on behalf of

ASU, including all output, reports, analyses, and other materials relating to, derived from, or generated pursuant to

this Agreement, even if generated by Vendor, as well as all data obtained or extracted through ASU’s or Vendor’s

use of such data or information (collectively, ASU Data). ASU Data also includes all data and information provided

directly to Vendor by ASU students and employees, and includes personal data, metadata, and user content.

ASU Data will be ASU’s Intellectual Property and Vendor will treat it as ASU’s Confidential Information. Vendor 

will not use, access, disclose, license, or provide to third parties, any ASU Data, except: (i) to fulfill Vendor’s 

obligations to ASU hereunder; or (ii) as authorized in writing by ASU. Without limitation, Vendor will not use any 

ASU Data, whether or not aggregated or deidentified, for product development, marketing, profiling, benchmarking, 

or product demonstrations, without, in each case, ASU’s prior written consent. Vendor will not, directly or indirectly: 

(a) attempt to reidentify or deaggregate deidentified or aggregated information; or (b) transfer deidentified or

aggregated information to any third party unless that third party agrees not to attempt reidentification or

deaggregation. For ASU Data to be considered deidentified, all direct and indirect personal identifiers must be

removed, including names, ID numbers, dates of birth, demographic information, location information, and school

information. Upon request by ASU, Vendor will deliver, destroy, and/or make available to ASU, any or all ASU

Data.

Notwithstanding the foregoing, if this Agreement allows Vendor to provide aggregated and deidentified data to third 

parties, then Vendor may provide such data solely to the extent allowed in this Agreement, and, unless otherwise 

stated herein, only if such data is aggregated with similar data of others (i.e. is not identified as ASU, ABOR, or 

Arizona-specific).

10. Ownership and Assignment of Work Product. All Intellectual Property that Vendor or any of the Vendor

Parties make, conceive, discover, develop, or create, either solely or jointly with any other person or persons

including ASU, specifically for or at the request of ASU in connection with the Services (the Contract IP), will be

owned by ASU. To the extent any Contract IP is not considered work made for hire for ASU (or if ownership of all

rights therein does not otherwise vest exclusively in ASU), Vendor hereby irrevocably assigns, and will cause the

Vendor Parties to so assign, without further consideration, to ASU all right, title, and interest in and to all Contract

IP, including all copyright rights of ownership. Intellectual Property means any and all inventions, designs, original

works of authorship, formulas, processes, compositions, programs, databases, software, code, data, technologies,

discoveries, ideas, writings, improvements, procedures, techniques, know-how, and all patent, trademark, service

mark, trade secret, copyright, goodwill, and other intellectual property rights relating to the foregoing. Vendor will

make full and prompt disclosure of all Contract IP to ASU. Vendor will, and will cause the Vendor Parties, upon

request of ASU, do such acts, and sign such instruments to vest in ASU the entire right, title and interest to the

Contract IP, and to enable ASU to prepare, file, and prosecute applications for, and to obtain patents and/or

copyrights on, the Contract IP, and, at ASU’s expense, to cooperate with ASU in the protection and/or defense of

the Contract IP. Vendor’s Intellectual Property Ownership Rights. Vendor will retain ownership of its pre-existing

Intellectual Property, including any that may be incorporated into the Contract IP, provided that Vendor informs

ASU in writing before incorporating any pre-existing Intellectual Property into any Contract IP. Vendor hereby

grants to ASU a perpetual, irrevocable, royalty-free, worldwide right and license (with the right to sublicense), to

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 24 of 84
OGC. 2.14.2018 3 

freely use, make, have made, reproduce, disseminate, display, perform, and create derivative works based on such 

pre-existing Intellectual Property as may be incorporated into the Contract IP or otherwise provided to ASU in the 

course of performing under this Agreement. 

11. Warranties. Vendor warrants to ASU that: (i) all of the Services will be performed in a professional and

workmanlike manner and in conformity with industry standards by persons reasonably suited by skill, training and

experience for the type of services they are assigned to perform; (ii) Vendor will comply, and will be responsible for

ensuring Vendor Parties comply, with all applicable laws, rules, and regulations in the performance of this

Agreement; (iii) Vendor owns or has sufficient rights in all goods and services to be delivered by Vendor, and the

goods and services delivered by Vendor will not infringe upon or violate any Intellectual Property of any third

parties; (iv) any code or software developed or delivered by Vendor to ASU will not contain any viruses, worms,

Trojan Horses, or other disabling devices or code; (v) in addition to any implied warranties, all goods and services

delivered by Vendor will conform to the specifications and descriptions created therefor; and (vi) all sensitive data,

personal data, and personally identifiable data, as those terms may be defined in applicable laws, rules and regulations

(PII) provided by Vendor to ASU was obtained legally and Vendor has obtained all requisite consents for (a) Vendor

to provide the PII to ASU, and (b) ASU to use the PII for the purposes and in the jurisdictions set forth in this

Agreement.

12. Indemnification by Vendor. Vendor will indemnify, defend, save and hold harmless the State of Arizona, its

departments, agencies, boards, commissions, universities, and its and their officials, agents and employees

(collectively, Indemnitee) for, from, and against any and all claims, actions, liabilities, damages, losses, or expenses

(including court costs, attorneys’ fees, and costs of claim processing, investigation, and litigation) for bodily injury

or personal injury (including death), or loss or damage to tangible or intangible property to the extent caused, or

alleged to be caused, by: (i) the negligent or willful acts or omissions of Vendor, or any of its owners, officers,

directors, members, managers, agents, employees, contractors or subcontractors (the Vendor Parties); (ii) a breach

of this Agreement; or (iii) failure to comply with any applicable law, rule, or regulation. Vendor will be responsible

for primary loss investigation, defense and judgment costs where this indemnification is applicable.

13. Responsibility. Each party is responsible for the negligent or willful acts or omissions of its employees and

contractors when acting under such party’s direction and supervision. ASU recognizes an obligation to pay attorneys’

fees or costs only when assessed by a court of competent jurisdiction. Notwithstanding the terms of this Agreement

or any other document: (i) other than for employees and contractors acting under ASU’s direction and supervision,

ASU is not responsible for any actions of any third parties, including its students; and (ii) no person may bind ASU

unless they are an authorized signatory in PUR202-01.

14. No Debarment. None of the Vendor Parties, either directly or indirectly or through subcontractors, have been

suspended, excluded from participation in or penalized by any Federal or State procurement, non-procurement, or

reimbursement program. Vendor affirms that it has confirmed the above statement by checking The System for

Award Management (SAM) www.uscontractorregistration.com within 180 days prior to commencing Services.

Vendor will provide immediate written notice to ASU upon the subsequent exclusion of any of the Vendor Parties,

or upon learning of any investigation or proposed action that could result in such exclusion.

15. Notices. All notices and communications required or permitted under this Agreement will be in writing and will

be given by personal delivery against receipt (including private courier such as FedEx), or certified U.S. Mail, return

receipt requested. All notices and communications will be sent to the addresses below or such other addresses as the

parties may specify in the same manner:

To ASU: With a copy to: 

(Department name) Purchasing and Business Services or appropriate dept. 

PO Box _______ Tempe, AZ 85287-_____ PO Box 875212 

Attn: (use title – no individual names) Tempe, AZ 85287-5212 

Attn: Chief Procurement Officer or dept. business officer

To Vendor: With a copy to: 

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 25 of 84
OGC. 2.14.2018 4 

Notices, if delivered, and if provided in the manner set forth above, will be deemed to have been given and received 

on the date of actual receipt or on the date receipt was refused. Any notice to be given by any party may be given by 

legal counsel for such party.

16. Nondiscrimination. The parties will comply with all applicable laws, rules, regulations, and executive orders

governing equal employment opportunity, immigration, and nondiscrimination, including the Americans with

Disabilities Act. If applicable, the parties will abide by the requirements of 41 CFR §§ 60- 1.4(a), 60-300.5(a)

and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status

as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based

on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime

contractors and subcontractors take affirmative action to employ and advance in employment individuals

without regard to race, color, religion, sex, national origin, protected veteran status or disability.

17. Conflict of Interest. If within 3 years after the execution of this Agreement, Vendor hires as an employee 

or agent any ASU representative who was significantly involved in negotiating, securing, drafting, or creating 

this Agreement, then ASU may cancel this Agreement as provided in Arizona Revised Statutes (ARS) § 38-511. 

18. Arbitration. The parties agree to arbitrate disputes filed in Arizona Superior Court that are subject to mandatory

arbitration pursuant to ARS § 12-133. ARS § 12-1518 requires this provision in all ASU agreements.

19. Dispute Resolution. If a dispute arises under this Agreement, the parties will exhaust all applicable

administrative remedies under Arizona Board of Regents Policy 3-809.

20. Records. To the extent required by ARS § 35-214, the non-ASU parties to this Agreement will retain all records

relating to this Agreement, and will make those records available at all reasonable times for inspection and audit by

ASU or the Auditor General of the State of Arizona during the term of this Agreement and for 5 years after the

completion of this Agreement. The records will be provided at ASU in Tempe, Arizona, or another location

designated by ASU on reasonable notice to Vendor.

21. Failure of Legislature to Appropriate. In accordance with ARS § 35-154, if ASU’s performance under this

Agreement depends on the appropriation of funds by the Arizona Legislature, and if the Legislature fails to

appropriate the funds necessary for performance, then ASU may provide written notice of this to Vendor and cancel

this Agreement without further obligation of ASU. Appropriation is a legislative act and is beyond the control of

ASU.

22. Weapons, Explosives, and Fireworks. ASU’s Weapons, Explosives, and Fireworks Policy prohibits the use,

possession, display or storage of any weapon, explosive device or fireworks on all land and buildings owned, leased,

or under the control of ASU or its affiliated entities, in all ASU residential facilities (whether managed by ASU 

or another vendor), in all ASU vehicles, and at all ASU or ASU affiliate sponsored events and activities, except 

as provided in ARS § 12-781, or unless written permission is given by ASU’s Police Chief or a 

designated representative. Vendor will notify all persons or entities who are employees, officers, subcontractors, 

consultants, agents, guests, invitees or licensees of Vendor of this policy, and Vendor will enforce this policy 

against all such persons and entities.

23. Advertising, Publicity, Names and Marks. Vendor will not do any of the following, without, in each case,

ASU’s prior written consent: (i) use any names, service marks, trademarks, trade names, logos, or other identifying

names, domain names, or identifying marks of ASU (ASU Marks) for any reason, including online, advertising, or

promotional purposes; (ii) issue a press release or public statement regarding this Agreement; or (iii) represent 

or imply any ASU endorsement or support of any product or service in any public or private communication. 

Any permitted use of ASU Marks must comply with ASU’s requirements, including using the ® indication of a 

registered mark.

24. Information Security. All systems containing ASU Data must be designed, managed, and operated in

accordance with information security best practices and in compliance with all applicable laws, rules, and

regulations. To diminish information security threats, Vendor will (either directly or through its third party 

service providers) meet the requirements set forth on Exhibit C. 

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 26 of 84
OGC. 2.14.2018 5 

25. Background Checks. Vendor will, at Vendor’s expense, conduct reference checks, and employment, education, 

SSN trace, National Sex Offender Registry, and criminal history record checks (collectively, Screenings) on those 

persons employed or contracted by Vendor for security or safety-sensitive positions, as defined in ASU ACD 126,

or who may have access to sensitive or highly sensitive ASU data, as defined ASU’s Data Handling Standard. Vendor 

will conduct all Screenings within 90 days prior to a person commencing work under this Agreement. Vendor will 

exclude from any direct participation in Vendor’s performance under this Agreement any unqualified persons. 

Vendor will maintain, as part of the records Vendor is required to maintain hereunder, all Screening information and 

all documentation relating to work performance for each employee or contractor who performs work hereunder. 

Vendor will abide by all applicable laws, rules and regulations, including the Fair Credit Reporting Act, and equal 

opportunity laws, rules, and regulations. 

26. Insurance Requirements. Without limiting any liabilities or any other obligation of Vendor, Vendor will 

purchase and maintain (and cause its subcontractors to purchase and maintain), until all of their obligations have 

been discharged or satisfied, including any warranty periods under this Agreement, insurance against claims that 

may arise from or in connection with the performance of the work hereunder by Vendor, its agents, representatives, 

employees or subcontractors, as described on Exhibit D.

27. Privacy; Educational Records. Student educational records are protected by the U.S. Family Educational 

Rights and Privacy Act, 20 U.S.C. § 1232g (FERPA). Vendor will not require any ASU students or employees to 

waive any privacy rights (including under FERPA or the European Union’s General Data Protection Regulation 

(GDPR)) as a condition for receipt of any educational services, and any attempt to do so will be void. Vendor will 

comply with FERPA and will not access or make any disclosures of student educational records to third parties 

without prior notice to and consent from ASU or as otherwise provided by law. If this Agreement contains a scope 

of work or other provision that requires or permits Vendor to access or release any student records, then, for purposes 

of this Agreement only, ASU designates Vendor as a “school official” for ASU under FERPA, as that term is used 

in FERPA and its implementing regulations. In addition, any access or disclosures of student educational records 

made by Vendor or any Vendor Parties must comply with ASU’s definition of legitimate educational purpose in 

SSM 107-01: Release of Studen Information. If Vendor violates the terms of this section, Vendor will immediately 

provide notice of the violation to ASU.

28. Academic Freedom and Accreditation. ASU must comply with the policies, standards, and requirements of 

ABOR and ASU’s accrediting bodies. ASU will maintain ultimate authority over all curriculum. ASU may veto or 

otherwise not follow or enforce any terms, requirements, or decisions contrary to the policies, standards, and 

requirements of ABOR and any accrediting entities. None of ASU’s obligations in this Agreement will be construed 

to limit academic freedom.

29. Data Protection. Vendor will ensure that all services undertaken pursuant to this Agreement are performed in 

compliance with applicable privacy and data protection laws, rules, and regulations. If Vendor will serve as a 

Processor of ASU Data that includes Personal Data of Data Subjects who reside in the European Union, Vendor will 

cooperate with ASU to comply with the EU General Data Protection Regulation (GDPR) with respect to such 

Personal Data and Data Subjects. This includes ensuring that all Data Subjects have signed appropriate Consents, 

and signing and complying with all documents and agreements reasonably requested by ASU, including any data 

processing agreements. All capitalized terms in this paragraph not otherwise defined in this Agreement are defined 

in the GDPR.

30. Title IX Obligation. Title IX protects individuals from discrimination based on sex, including sexual 

harassment. ASU fosters a learning and working environment built on respect and free of sexual harassment. ASU’s 

Title IX Guidance is available online. Vendor will: (i) comply with ASU’s Title IX Guidance; (ii) provide ASU’s 

Title IX Guidance to any Vendor Parties reasonably expected to interact with ASU students or employees, in person 

or online; and (iii) ensure that all Vendor Parties comply with ASU’s Title IX Guidance.

31. Authorized Presence Requirements. As required by ARS § 41-4401, ASU is prohibited from awarding an 

agreement to any contractor or subcontractor that fails to comply with ARS § 23-214(A) (verification of employee 

eligibility through the e-verify program). Vendor warrants that it and its subcontractors comply fully with all 

applicable immigration laws, rules, and regulations that relate to their employees and their compliance with ARS § 

23-214(A). A breach of this warranty will be a material breach of this Agreement that is subject to penalties up to 

and including termination of this Agreement. ASU retains the legal right to inspect the papers of any contractor or 

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 27 of 84
OGC. 2.14.2018 6 

subcontractor employee who works hereunder to ensure that the contractor or subcontractor is complying with the 

above warranty.

32. Leased Employees. Vendor will determine and inform ASU if any leased employees are retired members of the

Arizona State Retirement System prior to the leased employee performing any work under this Agreement.

33. Tobacco-Free University. ASU is tobacco-free. For details visit asu.edu/tobaccofree.

34. Outside Services; Notification. Vendor is free to perform work for entities other than ASU as long as such

services do not violate Vendor’s obligations under this Agreement. Vendor authorizes ASU to notify any employers

or clients of Vendor of Vendor’s obligations hereunder.

35. Construction. Each party acknowledges that it has had the opportunity to participate in the drafting of, and to

have its legal counsel review, this Agreement. Vendor is not relying on the advice or counsel of any individuals

employed by ASU in entering into this Agreement. Any rule of construction to the effect that any ambiguities are to

be resolved against the drafting party will not be applied in interpreting this Agreement.

36. Americans with Disabilities and Rehabilitation Acts. Vendor will comply with all applicable provisions 

of the Americans with Disabilities Act, the Rehabilitation Act of 1973, and all applicable federal regulations, 

as amended from time to time (ADA Laws). All electronic and information technology and products and services 

to be used by ASU faculty/staff, students, program participants, or other ASU constituencies must be compliant 

with the ADA Laws. Compliance means that a disabled person can acquire the same information, engage in 

the same interactions, and enjoy the same services as a nondisabled person, in an equally effective and 

integrated manner, with substantially equivalent ease of use.

37. No Boycott of Israel. If required by ARS § 35-393.01, Vendor certifies it is not currently engaged in a boycott

of Israel and will not engage in a boycott of Israel during the term of this Agreement.

38. Governing Law and Venue. This Agreement will be governed by the laws of the State of Arizona without

regard to any conflicts of laws principles. ASU’s obligations are subject to the regulations/policies of the 

Arizona Board of Regents. Any proceeding arising out of or relating to this Agreement will be conducted in 

Maricopa County, Arizona. Each party consents to such jurisdiction, and waives any objection it may have to venue 

or convenience of forum.

39. Essence of Time. Time is of the essence in the performance of this Agreement. 

The parties have signed this Agreement as of the Effective Date. 

Arizona Board of Regents for and Vendor:

on behalf of Arizona State University _________________________________________ 

By: By: ________________________________________ 

Name: Name: ______________________________________ 

Title: Title: _______________________________________ 

Date Signed: Date Signed: 

Additional Provisions to Consider: PCI Language, Federally Funded, Language for Foreign Contractors 

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OGC. 2.14.2018 7 

EXHIBIT A – SERVICES AND DELIVERABLES

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OGC. 2.14.2018 8 

EXHIBIT B – CONSIDERATION

If in this Exhibit B ASU agrees to reimburse Vendor for any travel expenses, all reimbursable travel expenses must 

be authorized in writing by ASU in advance of the planned travel and must be consistent with ASU Financial Services 

Policy FIN 421-01. 

If in this Exhibit B, ASU agrees to reimburse Vendor for any expenses, Vendor will submit all receipts and any 

required backup documentation to ASU within 60 days after the applicable expenses were incurred. ASU will not 

be required to reimburse Vendor for any expenses, invoices, or receipts for expenses received after that time.

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OGC. 2.14.2018 9 

EXHIBIT C – INFORMATION SECURITY

All systems containing ASU Data must be designed, managed, and operated in accordance with information security 

best practices and in compliance with all applicable laws, rules, and regulations. To diminish information security 

threats, Vendor will (either directly or through its third party service providers) meet the following requirements:

(a) Access Control. Control access to ASU's resources, including sensitive ASU Data, limiting access to legitimate 

business need based on an individual’s job-related assignment. Vendor will, or will cause the system administrator 

to, approve and track access to ensure proper usage and accountability, and Vendor will make such information 

available to ASU for review, upon ASU’s request.

(b) Incident Reporting. Report information security incidents immediately to ASU (including those that involve 

information disclosure incidents, unauthorized disclosure of ASU Data, network intrusions, successful virus attacks, 

unauthorized access or modifications, and threats and vulnerabilities).

(c) Off-Shore. Direct services under this Agreement will be performed within the borders of the United States. Any 

services that are described in this Agreement that directly serve ASU and may involve access to secure or sensitive 

ASU Data or personal client data or development or modification of software for ASU will be performed within the 

borders of the United States. Unless stated otherwise in this Agreement, this requirement does not apply to indirect 

or "overhead" services, redundant back-up services or services that are incidental to the performance of this 

Agreement. This provision applies to work performed by subcontractors at all tiers and to all ASU Data.

(d) Patch Management. Carry out updates and patch management for all systems and devices in a timely manner 

and to the satisfaction of ASU. Updates and patch management must be deployed using an auditable process that 

can be reviewed by ASU upon ASU’s request.

(e) Encryption. All systems and devices that store, process or transmit sensitive ASU Data must use an industry 

standard encryption protocol for data in transit and at rest.

(f) Notifications. Notify ASU immediately if Vendor receives any kind of subpoena for or involving ASU Data, if 

any third-party requests ASU Data, or if Vendor has a change in the location or transmission of ASU Data. All 

notifications to ASU required in this Information Security paragraph will be sent to ASU Information Security at 

Infosec@asu.edu, in addition to any other notice addresses in this Agreement.

The above language goes in all agreements when this Agreement meets at least one of these criteria:

(1) ASU is purchasing or leasing software, or processing a software renewal,

(2) Vendor is creating any code for ASU,

(3) Vendor receives, stores, or analyzes ASU Data (including if the data is not online), or

(4) Vendor is hosting, or managing by infrastructure outside of ASU, including in the cloud, ASU Data. ALSO 

the following language must be included when this Agreement is for Item(s) 1-4 above as indicated.

(g) Security Reviews. Complete SOC2 Type II or substantially equivalent reviews in accordance with industry 

standards, which reviews are subject to review by ASU upon ASU’s request. Currently, no more than two reviews 

per year are required. Item 4

(h) Scanning and Penetration Tests. Perform periodic scans, including penetration tests, for unauthorized 

applications, services, code and system vulnerabilities on the networks and systems included in this Contact in 

accordance with industry standards and ASU standards (as documented in NIST 800-115 ) or equivalent. All web 

based applications (e.g. HTTP/HTTPS accessible URLs, APIs, and web services) are required to have their own web 

application security scan and remediation plan. Vendor must correct weaknesses within a reasonable period of time, 

and Vendor must provide proof of testing to ASU upon ASU’s request. Item 3 and/or 4

(i) ASU Rights. ASU reserves the right (either directly or through third party service providers) to scan and/or 

penetration test any purchased and/or leased software regardless of where it resides. Items 1, 2, and/or 4

(j) Secure Development. Use secure development and coding standards including secure change management 

procedures in accordance with industry standards. Perform penetration testing and/or scanning prior to releasing new 

software versions. Vendor will provide internal standards and procedures to ASU for review upon ASU request. 

Items 1, 2 and/or 4

Any changes to this Info. Security paragraph must be approved by an ASU Info. Security officer or director.

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EXHIBIT D – INSURANCE REQUIREMENTS

Without limiting any liabilities or any other obligation of Vendor, Vendor will purchase and maintain (and cause its 

subcontractors to purchase and maintain), until all of their obligations have been discharged or satisfied, including 

any warranty periods under this Agreement, insurance against claims that may arise from or in connection with the 

performance of the work hereunder by Vendor, its agents, representatives, employees or subcontractors, as described 

in this Exhibit D.

These insurance requirements are minimum requirements for this Agreement and in no way limit any indemnity 

covenants in this Agreement. ASU does not warrant that these minimum limits are sufficient to protect Vendor from 

liabilities that might arise out of the performance of the work under this Agreement by Vendor, its agents, 

representatives, employees, or subcontractors. These insurance requirements may change if Vendor is a foreign 

vendor, or with foreign insurance coverage.

A. Minimum Scope and Limits: Vendor’s insurance coverage will be primary insurance with respect to all other 

available sources. Vendor will provide coverage with limits of liability not less than those stated below:

1. Commercial General Liability – Occurrence Form. Policy will include bodily injury, property damage, personal 

injury, and broad form contractual liability coverage.

• General Aggregate $2,000,000

• Products – Completed Operations Aggregate $1,000,000

• Personal and Advertising Injury $1,000,000

• Contractual Liability $1,000,000

• Fire Legal Liability (only if Agreement is for leasing space) $ 50,000

• Each Occurrence $1,000,000

a. Policy will include the following additional insured language: “The State of Arizona, its departments, agencies, 

boards, commissions, universities, and its officers, officials, agents, and employees, will be named as additional 

insureds with respect to liability arising out of the activities performed by or on behalf of Vendor.”

b. Policy will contain a waiver of subrogation against the State of Arizona, its departments, agencies, boards, 

commissions, universities, and its officers, officials, agents, and employees, for losses arising from work performed 

by or on behalf of Vendor.

2. Automobile Liability. If Vendor will be driving on ASU campus or on ASU business use the following section.

Policy will include Bodily Injury and Property Damage for any owned, hired, and/or non-owned vehicles used in 

the performance of this Agreement in the following amounts. If Supplier is not an individual, a combined single 

limit of $1,000,000. If Supplier is an individual, then coverage will be $100,000 per person, $300,000 per accident, 

and $50,000 property damage. 

a. Policy will include the following additional insured language: “The State of Arizona, its departments, agencies, 

boards, commissions, universities, and its officers, officials, agents, and employees, will be named as additional 

insureds with respect to liability arising out of the activities performed by or on behalf of Vendor, involving vehicles 

owned, leased, hired, or borrowed by Vendor.”

b. Policy will contain a waiver of subrogation against the State of Arizona, its departments, agencies, boards, 

commissions, universities, and its officers, officials, agents, and employees, for losses arising from work performed 

by or on behalf of Vendor.

c. Policy will contain a severability of interest provision.

3. Worker’s Compensation and Employers’ Liability. Applicable statutory limits, as amended from time to time.

a. Employer’s Liability in the amount of $1,000,000 injury and disease.

b. Policy will contain a waiver of subrogation against the State of Arizona, its departments, agencies, boards, 

commissions, universities, and its officers, officials, agents, and employees for losses arising from work performed 

by or on behalf of Vendor.

c. This requirement will not apply to any contractor or subcontractor exempt under ARS § 23-901, when such 

contractor or subcontractor signs the appropriate waiver (Sole Proprietor/Independent Contractor) form.

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4. Technology/Network Errors and Omissions Insurance. If Exhibit C Info Security, is not used, and this 

Agreement does not otherwise address technology, then this may be replaced with para. 5 below, if applicable.

• Each Claim $2,000,000

• Annual Aggregate $4,000,000

a. This insurance will cover Vendor’s liability for acts, errors and omissions arising out of Vendor’s operations or 

services, including loss arising from unauthorized access, or use that results in identity theft or fraud.

b. If the liability insurance required by this Agreement is written on a claims-made basis, Vendor warrants that 

any retroactive date under the policy will precede the effective date of this Agreement, and that either continuous 

coverage will be maintained or an extended discovery period will be exercised for a period of 2 years beginning at 

the time work under this Agreement is completed.

c. Policy will cover professional misconduct for those positions defined in the scope of work of this Agreement.

5. Professional Liability (Errors and Omissions Liability. Use if para. 4 above is not used, and this Agreement 

includes the provision of services.

• Each Claim $1,000,000

• Annual Aggregate $2,000,000

a. If the professional liability insurance required by this Agreement is written on a claims-made basis, Vendor 

warrants that any retroactive date under the policy will precede the effective date of this Contact; and that either 

continuous coverage will be maintained or an extended discovery period will be exercised for 2 years beginning at 

the time work under this Agreement is completed.

b. Policy will cover professional misconduct for those positions defined in the scope of work of this Agreement.

B. Cancellation, Material Changes: Cancellation notices will be delivered to ASU in accordance with all policy 

provisions. Notices required in this Section must be sent directly to ASU Director of Risk Management, PO Box 

876512, Tempe, AZ, 85287-6512 and will be sent by U.S. certified mail, return receipt requested.

C. Acceptability of Insurers: Insurance is to be placed with duly licensed or approved non-admitted insurers in 

the State of Arizona with an “A.M. Best” rating of not less than A- VII. ASU in no way warrants that the above 

required minimum insurer rating is sufficient to protect Vendor from potential insurer insolvency. Self-Insurance 

may be accepted in lieu of or in combination with insurance coverage requested.

D. Verification of Coverage: Vendor will furnish ASU with valid certificates of insurance as required by this 

Agreement. All valid certificates evidencing insurance required by this Agreement are to be received and approved 

by ASU before work commences. Each insurance policy required by this Agreement must be in effect at or prior to 

commencement of work under this Agreement and remain in effect for the term of this Agreement. Failure to 

maintain the insurance policies as required by this Agreement, or to provide evidence of renewal, is a material 

breach of agreement.

All certificates required by this Section must be sent to ASU Director of Risk Management, PO Box 876512, Tempe, 

AZ, 85287-6512. ASU’s project or purchase order number and project description will be noted on each certificate 

of insurance. The State of Arizona and ASU may require complete, certified copies of policies at the time of notice 

of any loss or claim.

E. Subcontractors. Vendor’s certificate(s) may include all subcontractors as insureds under its policies as 

required by this Agreement or Vendor will furnish to ASU copies of valid certificates and endorsements for each 

subcontractor. Coverages for subcontractors will be subject to the minimum requirements identified above.

F. Approval. These insurance requirements are the standard insurance requirements of ASU. Any modification 

or variation from the insurance requirements in this Agreement will require the approval of ASU’s Department of 

Risk & Emergency Management.

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Exhibit D

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Exhibit E

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UA Financial Policies (/)

(http://www.arizona.edu)

Home (/) / Financial Services Manual (/fsm) / 9.00 Expenditure Policy and Procedures (/fsm/900)

/ 9.12 Independent Contractor Services /

Last Updated:

9.12 Independent Contractor

Services

Tuesday, November 22, 2016 - 11:33 am

Purpose: To provide guidelines for distinguishing between "employee" and "independent contractor"

status and safeguarding the University and its employees from potential liability related to

incorrect classification. Note: This policy does not apply to reimbursements to employees

or individuals for recruiting expenses. Refer to 9.10, Requisitions/Reimbursements

(/fsm/900/910)

Policy

Owner:

Financial Management

Background: The Internal Revenue Code refers to three basic payment types :scholarship/fellowship,

independent contractor and employee. Scholarship recipients are not expected to

provide a service whereas employees and independent contractors are expected to provide

a service. The Internal Revenue Service presumes that all individuals who provide a service

are employees unless there is evidence to support the classification of the individual as an

independent contractor. Therefore, if a University department engages an individual as an

independent contractor, the department must supply the necessary evidence to support

this position.

View (/fsm/900/912) Revisions (/node/32/revisions)

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Independent

Contractor

Form:

Determining independent contractor status is driven by facts and circumstances. The facts

and circumstances that make one individual an independent contractor may differ from

those that make another individual an independent contractor. There are literally volumes

of court cases related to this topic. These cases were used as a conceptual framework for

the Internal Revenue Service to develop a list of the most common and significant

independent contractor characteristics. The Financial Services Office has summarized and

simplified the IRS list of characteristics on the Independent Contractor Form (UA ICON

form). This form is not required when contracting with a business entity that has a valid

Employer Identification Number. This identification number must be provided on the REQS .

See definition of Employer Identification Number.

Compliance: Failure to comply with the policies outlined in this section may result in penalties for

violation of State and Federal laws and/or University policies such as:

State Worker's Compensation Laws;

Federal laws pertaining to employment, for example, I-9;

Internal Revenue Code regarding payroll taxes; for example, Social Security, Medicare,

federal withholding obligations;

Internal Revenue Code regarding qualification of pension plans;

State Unemployment Insurance;

University policies associated with hiring employees; for example, Classified Staff

Personnel Policy Manual, UHAP.

Related

Manuals:

Purchasing Policies - Policy 4.5 "Requests for Quotations" (RFQ)/Proposal (RFP)

and Policy 1.4 "Conflict of Interest"

Classified Staff Human Resources Policy Manual - Policy 413.0 "Conflict of Interest"

University Handbook for Appointed Personnel (UHAP) - Policy 2.06.08 "Conflict of

Interest"

Policies | Arranging for Independent Contractor Services Prior to the Engagement How to Complete

the UA ICON Form | Requesting Payment with a Disbursement Voucher How to Request

Reimbursement of Expenses | Reporting Payment for Services Independent Contractor Payment

Summary Chart |

Definitions:

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1. Employee: The University controls both how and what the individual must do in exchange for

remuneration.

2. Independent Contractor: The University controls only what the individual must do in exchange for

remuneration.

3. Scholarship/fellowship: Payments that are philanthropic in nature. Such payments do not require the

recipient to provide a service in exchange for funds.

4. Business Entity: Corporations, Partnerships, Limited Liability Companies, Governmental Agencies, and

Trusts.

5. Employer Identification Number (EIN): All "business entities" must have an employer identification

number. This is a unique nine digit number assigned by the Internal Revenue Service (IRS) to a business in

the "business entity's" name. In Arizona, an EIN often begins with the numbers "86." The normal format of

an employer identification number is XX-XXXXXXX. An example of an EIN is 86-1234567. An employer

identification number is similar to a social security number in that it is used by the IRS to identify a

particular taxpayer. It is different than a social security number in its format, social security numbers are

formatted XXX-XX-XXXX. Another difference is that an employer identification number is used to identify a

"business entity" whereas a social security number is used to identify an individual.

6. Guest Speakers: Professionals usually engaged by departments to speak on academic and research topics

to a specific audience. Examples: Visiting professionals or specialists, and seminar presenters. Speakers

generally receive reimbursement of expenses and/or a nominal sum as payment for their services. This

category does not include entertainers as defined below.

7. Entertainers: Persons engaged to perform, for example, musicians, actors, comedians or other

performing artists. Professional speakers may be included in this category but are differentiated from

guest speakers in that they generally perform for a broad or general audience and are often engaged by

student organizations, cultural resource centers, or UAPresents as opposed to an academic or research

department.

8. Visiting Experts: These individuals are not current or former University employees but will serve in an

advisory or consulting capacity with a University employee (for example, an individual working "with" a

University employee in a "collaboration between equals" type arrangement) on a specific project. Visiting

experts also include academic program reviewers. An academic program reviewer is selected based upon

his or her stature in a particular field and is expected to review programs in his or her field of expertise for

quality in relation to program mission.

9. Conflict of Interest: A conflict of interest exists when a personal influence might bear upon or appear to

bear upon a decision made by a University employee in his or her capacity as a public employee. Any

employee of the University, or relative of an employee, who has a substantial interest in any contract, sale,

purchase, or service, including consulting, involving the University shall (a) make this fact known to the

University Director of Procurement and (b) refrain from participating in any manner in such contract, sale

or purchase. Further definition and examples of conflicts of interest are provided in the Purchasing

Policies Manual, section 1.4, the University Handbook for Appointed Personnel, section 2.06.08,

and the Classified Staff Personnel Policy Manual, section 413.0.

10. Subject Pay: Payment to an individual for voluntary participation as a subject in a research project.

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Policies

11. Nonresident Aliens: Payments to nonresident aliens are governed by section 9.16, Payments to

Nonresident Aliens (/fsm/900/916), which contains detailed information about payments allowed and

documentation required. Refer to section 9.16 before a nonresident alien is hired to perform any service.

Some visa types do not allow payments to nonresident aliens as independent contractors.

12. Independent Contractor Classification: It is the department's responsibility to assure that appropriate

evidence has been gathered to support the position that the University has engaged an independent

contractor. If the department cannot provide sufficient evidence to support the classification of an

individual as an independent contractor, the individual must be employed in accordance with the Human

Resources Organization policies. . The department should contact Tax Compliance if it needs assistance in

making the independent contractor determination.

13. Individuals cannot pay independent contractors with personal funds and then request

reimbursement from the University. The University will not reimburse anyone who pays an independent

contractor with his/her own funds. All requests for payments to independent contractors must be

submitted in accordance with this policy and all payments must be made directly from the University to

the independent contractor.

14. Former University Employees. A former University of Arizona employee rehired as a consultant will

rarely meet the IRS's criteria for independent contractors, especially if the former employee is rehired

during the same calendar year in which he/she terminated employment at the University. A department

that engages a former employee as a consultant will almost always be required to use the employment

process and make payments through payroll. The department should contact Tax Compliance before any

work is performed if it needs assistance in determining whether or not a former employee may be treated

as an independent contractor.

15. Employee Classification: Due to the nature of the university's business the following individuals will

always be classified as employees:

a. Anyone who teaches a course from which students may receive academic credit.

b. Individuals performing trade type duties (for example, clerical, janitorial, grounds keeping services,

farm attendants, laboratory technicians). However, when the university engages a temporary agency to

provide these trades type services (for example, K-temp), the agency will be considered an

independent contractor.

16. "Business Entities" will always be classified as independent contractors IF they provide the University

with a valid Employer Identification Number (EIN). The EIN must be provided on the REQS . When

engaging a "business entity," checks issued by Accounts Payable will be paid to the order of the business

entity not an individual.

17. Arrangement prior to work: In most circumstances, arrangements to engage an independent contractor

must be made with a Requisition prior to commencement of the work (see "Arranging for Independent

Contractor Services Prior to the Engagement"). When a Requisition is required, a Purchase Order will

be issued. In specific limited circumstances, a Disbursement Voucher is allowable. See "Requesting

Payment with a Disbursement Voucher."

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18. Sponsored Projects: If the independent contractor is to be paid from a sponsored project grant or

contract account (3-000000 through 4-999990), prior written approval from the sponsor is required when

the contract or grant specifically requires prior approval.

19. Restrictions apply to hiring certain persons as independent contractors, as follows:

a. If an employee of one department is hired by another department to perform additional duties,

complete a Supplemental Compensation Form to request the additional pay.

b. Normally, students should be hired as employees in accordance with the Human Resources

Organization policies, not as independent contractors. However, if appropriate to engage a student as

an independent contractor, the student cannot be paid from Federal Work Study funds due to Federal

Regulations.

c. If a nonresident alien is being considered, review section 9.16 (/fsm/900/916) carefully since

specific policies apply.

d. Federal employees cannot be engaged as independent contractors on federally-sponsored contracts

or grants.

e. If conflict of interest is involved, specific competitive bid procedures are required prior to the

independent contractor being engaged. Contact Purchasing for additional information.

20. Bidding Process: When an individual's or a business entity's fees plus expenses will be:

a. Equal to or less than $10,000 for a single engagement or project, the bidding process is not required.

The department selects the independent contractor and provides Purchasing with a statement

outlining how and why the particular provider was chosen.

b. Greater than $10,000 but no more than $50,000 for a single engagement or project, a competitive

selection process is required. If approval is obtained from Purchasing, the department can be

delegated the authority to conduct this competitive selection process. Contact Purchasing for an

information packet before starting the selection process. The department should solicit at least three

(3) written responses from individuals or business entities.

c. Greater than $50,000 for a single engagement or project, Purchasing must solicit proposals and

advertise the requested services.

Arranging for Independent Contractor Services prior to the Engagement

21. The department clearly defines what needs to be done.

22. The department determines the total cost for providing the services, including reimbursable expenses.

23. If the total cost will be equal to or less than $10,000 for a single engagement or project:

a. The department sends a UA ICON form to the individual identified as a potential independent

contractor. The properly completed UA ICON form is sent as an attachment to the REQS (see "How to

Complete UA ICON form"). The UA ICON form is not required for a business entity with a valid

Employer Identification Number (EIN). You must include the EIN on the REQS.

b. If the department or independent contractor desires a written contract documenting the

arrangements, forward the contract to the Contracting Office for approval prior to the start of services.

The University's contract form is preferred and is available from the Contracting Office. Using the

University's contract will result in a faster turnaround time. In the absence of other contracts, the

Purchase Order will serve as the contractual agreement with the selected provider.

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c. To initiate a Purchase Order, prepare a REQS itemizing the following information:

i. Description and scope of work to be performed. (see Note for information on Certificates of

Insurance)

ii. Date work is to commence and be completed.

iii. Description of contract price (how and at what rate is the service provided to be paid, for example,

hourly, daily, weekly, not to exceed a specified amount, or other restrictions).

iv. Specific persons or professional classifications of who are to perform the work.

v. The rates to be charged for persons or professional classifications performing the work.

vi. Descriptions and amounts of any other cost included (see "How to Request Reimbursement of

Expenses").

vii. Method and schedule of payment.

NOTE: Certificates of Insurance may be required depending on whether the work to be performed

creates special risk for the University, for example, preparing drawings and specifications for

construction, medical services, transportation services, etc. Certificates of Workers' Compensation

Insurance will be required if the Independent Contractor has more than one employee (themselves).

Sole proprietors are required to either provide evidence of Workers' Compensation Insurance, or sign a

Sole Proprietor Form waiving their rights of recovery for injury that happens in the course of university

work. Contact Risk Management for assistance.

24. If the total cost will be greater than $10,000 but no more than $50,000 for a single project or

engagement (see #26. if sole source):

a. The department sends a description and scope of the work to be performed and an information packet

which contains the "Agreement for Outside Professional Services" and insurance requirements

obtained from Purchasing to the entities solicited. If the entity solicited is an individual, the

department must also send a UA ICON form along with the proposal response. The UA ICON form is

not required for business entities with a valid EIN. The EIN must be included on the REQS.

b. Send the completed Agreement (two (2) originals), certificates of insurance and proposal responses to

Purchasing with the REQS (Requisition) as an attachment. For individuals, also include a properly

completed UA ICON form as an attachment to the REQS (see "How to Complete UA ICON form").

c. The department shall include a statement outlining why the particular entity (individual or business)

was chosen from those entities solicited.

d. The Purchase Order and the signed Agreement will be the contract with the selected entity.

e. To initiate a Purchase Order, prepare a REQS itemizing the following information:

i. Description and scope of work to be performed. (see Note for information on Certificates of

Insurance)

ii. Date work is to commence and be completed.

iii. Description of contract price (how and at what rate is the service provided to be paid, for example,

hourly, daily, weekly, not to exceed a specified amount, or other restrictions).

iv. Specific persons or professional classifications of who are to perform the work.

v. The rates to be charged for persons or professional classifications performing the work.

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vi. Descriptions and amounts of any other cost included (see "How to Request Reimbursement of

Expenses").

vii. Method and schedule of payment.

25. If the total cost will be greater than $50,000 for a single engagement or project (see #26 if sole

source)

a. Prepare a REQS itemizing the following information:

i. Description and scope of the work to be performed.

ii. Date work is to commence and be completed

iii. Recommended individual's and/or business entity's to include in the solicitation.

b. Purchasing in conjunction with the requesting department, will prepare a Request for Proposal (RFP)

and advertise the requirements in a newspaper of general circulation. Selection of the independent

contractor must be based on the evaluation criteria stated in the proposal.

26. If the total cost will be greater than $10,000 for a single engagement or project AND the

department believes that a sole source* situation exists with the selected independent contractor.

a. The department should contact Purchasing and provide written documentation to fully justify and

support a sole source determination.

b. If Purchasing does not concur with the request for sole source, the competitive selection procedures

detailed in either (b) or (c) above must be followed. If Purchasing does concur with the sole source

request as a waiver for competitive bidding, the department will send a signed "Agreement For

Outside Professional Services" (two [2] originals), certificates of insurance and written proposal by the

selected individual or business entity and a properly completed UA ICON form (when applicable - See

"How to Complete UA ICON form"), as a REQS (Requisition) attachment. The Purchase Order and

signed Agreement will be the contract with the selected individual or business entity.

* The ABOR Procurement Code states: "A contract may be awarded for a material, service or

construction item without competition if the procurement officer determines in writing that there is only one

source for the required material, service or construction item. Sole source procurement shall be avoided

except when no reasonable alternative source exists. A written determination of the basis for the sole source

procurement shall be included in the contract file."

c. To initiate a Purchase Order, prepare a REQS itemizing the following information:

i. Description and scope of work to be performed. (see Note for information on Certificates of

Insurance)

ii. Date work is to commence and be completed.

iii. Description of contract price (how and at what rate is the service provided to be paid, for example,

hourly, daily, weekly, not to exceed a specified amount, or other restrictions).

iv. Specific persons or professional classifications of who are to perform the work.

v. The rates to be charged for persons or professional classifications performing the work.

vi. Descriptions and amounts of any other cost included (see "How to Request Reimbursement of

Expenses").

vii. Method and schedule of payment.

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d. The department sends the UA ICON form to the individual selected.

How to Complete the UA ICON form

27. The department sends a copy of the UA ICON form to the individual that will be performing services.

a. The individual (potential independent contractor) completes the UA ICON form, signs it, and returns it

to the department.

b. The department reviews the UA ICON form for completeness and accuracy. The Form is complete when

all questions on the Form have been answered. The Form is accurate if the UA employee most familiar

with the potential independent contractor reviews the Form and believes that its content is most likely

the truth.

c. Based upon the information provided on the UA ICON form and any other relevant information

available, the department determines if the individual meets the independent contractor criteria.

28. If the independent contractor criteria are met:

a. The departmental University employee most familiar with the independent contractor signs the UA

ICON form to indicate concurrence as to the Form's accuracy (Part IV signature number 1). This

signature is required for payment.

b. The departmental employee responsible for requesting funding either through the REQS or

Disbursement Voucher process is a second signer on the Form (Part IV signature number 2). The

second signature indicates that the Form is complete and that the individual meets the independent

contractor criteria. This signature is required for payment.

c. The third signature in Part IV identified as "College/Division" is for a higher level of authorization if

desired. It is not required for payment.

d. The department sends a copy of the UA ICON form with all required signatures to the independent

contractor, and sends or faxes the original to Purchasing with the REQS (Requisition) as an attachment.

The original form or fax will be maintained in Purchasing. If a fax is sent to Purchasing, the department

is responsible for maintaining the original and making it available upon request.

e. When payment is made via a Disbursement Voucher (DV), the original signed UA ICON form is

required to be sent with the DV Cover sheet, along with an invoice or any further supporting

documentation to substantiate the payment

NOTE: Tax Compliance signature is not required for processing of the UA ICON form. Departments

may, however, request assistance from the Tax Compliance Office.

29. If the independent contractor criteria are not met, the department should consider hiring the individual as

an employee through the Human Resources Organization. Alternatively, the department may select

another individual and start this process over to determine if the newly selected individual meets the

independent contractor criteria.

Requesting Payment with a Disbursement Voucher

NOTE: The Requisition must be used to make arrangements with an independent contractor prior to the

engagement unless one of the circumstances numbered 30 through 41 below apply. Falling under one of

these circumstances does not mean that the individual engaged meets the independent contractor criteria.

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The following circumstances are simply situations under which the University will allow payment through the

Disbursement Voucher process. It is the department's responsibility to review each case and assess whether or

not the individual being engaged meets the independent contractor criteria, no matter what the form of

payment (Requisition or Disbursement Voucher). If the department needs assistance in determining the status

of an individual as an employee or independent contractor, the department should contact Tax Compliance.

30. Entertainers: When paying an entertainer and:

a. Payments will be <= $1,000: A Performance Arrangement must be completed and signed by the

authorized departmental signer and the entertainer prior to the engagement. The Contracting Officer

does not need to approve Performance Arrangements. Performance Arrangements are available on

the Procurement and Contracting Services website. An ICON form is not required.

b. Payments will be > $1,000: A Performance Contract must be completed, signed by the Entertainer

and forwarded to the Contracting Office for approval prior to the engagement. Performance

Contracts are available on the Procurement and Contracting Services website. An ICON form is

not required. NOTE: If an Entertainer prefers to use his or her own contract, it must be approved by

the Contracting Office prior to the engagement. Please allow two weeks additional processing time.

31. Cooperating (Mentor) Teachers: Attach the original Cooperating Mentor Teacher form signed by the

Cooperating Teacher. This form must list the teacher's home address and social security number. An ICON

form is not required.

32. Officials for NCAA sponsored events: Attach a copy of the NCAA's letter or form listing the designated

officials for the event. An ICON form is not required.

33. Subject Pay: Provide a brief description of the program the subject is enrolled in, including the dates of

service. The individuals name, home address and social security number must be entered on the

Disbursement Voucher. Exception:

a. If subject payments will be $50 or less from all University of Arizona sources for the calendar year,

social security numbers and home addresses are not required.

b. If the research project is a confidential study, it is not necessary to identify the human subjects by

name or SSN. However, an NIH Certificate of Confidentiality or other substantiating document must be

provided along with the Disbursement Voucher, and the total payment to any individual participating

in a confidential study must be less than $600 in a calendar year. The principal investigator should

maintain the disbursement record on file and make it available upon request.

If payment to nonresident alien human subjects does not fall in the above exception, policy 9.16,

Payment to Nonresident Aliens (/fsm/900/916) will apply. Employees receiving subject pay will receive

a 1099 form at the end of the calendar year if the payment received in the calendar year is $600 or more.

An ICON form is not required for subject pay.

34. Scholarships/fellowships: Refer to section 13.00, Introduction to Methods of Student Payments

(/fsm/1300/1310). An ICON form is not required.

35. Guest Speakers and Visiting Experts who are expected to receive fees not including expenses of $600

or less for the calendar year, and who are expected to perform services for 3 days or less during that

calendar year will not be required to complete the ICON form IF the department attaches a brochure/flyer

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providing the details of the speech to the Disbursement Voucher. NOTE: To qualify as a "guest speaker" a

fee cannot be charged to attend the speech. AS AN ALTERNATIVE TO SUBMITTING A BROCHURE/FLYER,

the department head may submit a signed letter which includes the following:

1. Name of the guest speaker

2. Topic discussed by the speaker

3. Group addressed by the speaker

4. Date and place of the speech,

5. A statement that no fee was charged to attend the speech,

6. Amount the speaker is to be paid.

36. Guest Speakers and Visiting Experts that do not qualify under item 31 listed above,who receive less

than $10,000 per calendar year in total (fees plus expenses), and whose engagement is no more than

fourteen days in duration may use the Disbursement Voucher process rather than the Requisition process.

Attach the original, properly completed ICON form to the Disbursement Voucher, see"How to Complete

UA ICON Form." If reimbursing expenses, see "How to Request Reimbursement of Expenses."

37. Conference speakers. Speakers at conferences hosted by University of Arizona departments may be

routinely treated as independent contractors and paid using the Disbursement Voucher process under the

following conditions:

1. The speaker receives an honorarium payment of $600 or less.

2. The speaker gives a presentation, lecture, and/or workshop, not to exceed a total of 3 hours during the

conference. (A speaker may, in addition to the above, serve as emcee or perform other insubstantial

duties during a conference.)

3. The conference includes presentations by several speakers.

4. The conference is not an instructional course of a type typically offered by the university, Extended

University, or any department within the university.

5. The conference takes place off campus.

6. The conference is not primarily intended for UA students, faculty, and staff (i.e., conference attendees

include a majority of non-UA people and the conference is publicized outside the University).

A copy of the conference program with listings of individual sessions and speakers must be attached to

the Disbursement Voucher. An ICON form is required.

38. Royalty and Permission Fees: "Royalty" (sometimes called "permission fee") commonly refers to a

payment made to the owner of property for permitting another to use that property; royalties often are

connected with a specific, temporary or one-time right to use intangible property. Royalties include (but

are not limited to) payments for the production or reproduction of literary, dramatic, musical, or artistic

works, as well as payments for the use of inventions, patents, copyrighted material, etc. An ICON form is

not required. Attach one of the following to the Disbursement Voucher:

1. contract

2. letter of agreement

3. invoice

4. statement of distribution

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39. Agnese Haury Instructors: Certified interpreters hired as instructors for the Agnese Haury Summer

Institute may use the Disbursement Voucher process. The Disbursement Voucher must include a

statement confirming that all services performed by the individual are solely in the capacity of Agnese

Haury Institute instructor. No ICON form is required.

40. Manuscript Reviewers who are expected to receive $200 or less during the calendar year may use the

Disbursement Voucher process rather than the Requisition process. Attach a properly completed ICON

form to the Disbursement Voucher, see "How to Complete UA ICON Form." If reimbursing expenses, see

"How to Request Reimbursement of Expenses."

41. Reimbursement of expenses only - No Fee: Submit the documentation requested under "How to

Request Reimbursement of Expenses."

How to Request Reimbursement of Expenses

42. The University is allowed to reimburse independent contractors for reasonable expenses. Reasonable

expenses are those ordinary and necessary expenses related to the performance of the services, such as

transportation, lodging and meal expenses. Personal expenses such as dry cleaning, personal telephone

calls, entertainment, alcoholic beverages and other expenses not related to the performance of the

contract or specifically disallowed by University policy should be identified and excluded from the total

expenses to be reimbursed. Expenses may be paid using one of the following methods or some

combination of these. NOTE: The independent contractor is not required to sign the Disbursement

Voucher for expense only reimbursement.

a. The independent contractor may pay his own expenses, with no reimbursement by the University.

b. The independent contractor may be reimbursed for expenses. When providing original itemized

receipts, identify each expense as business or personal and include an adding machine tape of the

business expenses with the receipts.

i. Meals may be reimbursed based on actual costs, supported by original itemized receipts, or on a

per diem basis, not to exceed the low cost city per diem established for University employees on

travel status (see section 14.13 (/fsm/1400/1413)).

ii. Lodging and commercial travel may only be reimbursed at actual cost; original itemized receipts

must be provided.

iii. Mileage may be reimbursed at the rate established in section 14.15 (/fsm/1400/1415).

c. The expenses may be paid by the University directly to a third party such as an airline or a hotel. The

hotels and independent contractors should be informed that only the cost of lodging, related sales tax

and other approved allowable expenses will be paid by the University. Payments to third parties may

be made in one of two ways.

i. In advance: The University can prepay airfare if the ticket is only for the independent contractor's

travel to and from the University, and the ticket is written so that it is refundable only to the

University of Arizona. To request payment in advance prepare a REQS (Requisition).

ii. Afterwards: Expenses to third parties may be submitted on a Disbursement Voucher after

completing the travel. If the Disbursement Voucher is used, prepare separate Disbursement

Vouchers for each third party and for the independent contractor. Attach original itemized invoices

for all expenses to be paid.

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d. The independent contractor may be paid a specified amount to cover expenses. If a payment is made

to the independent contractor to cover expenses, but the expenses are not supported by original

itemized receipts, this amount will be reported to the Internal Revenue Service as part of the total

payment to the outside professional.

43. Unallowable expenses are the responsibility of the independent contractor. If inappropriate expenses are

charged to a third party vendor, departments are responsible for arranging for the independent contractor

to pay the vendor before an invoice is sent to Accounts Payable. The invoice must list only the amount due

from the University. If this is not the case, the department should request a corrected invoice from the

vendor.

44. Compensation and/or expense reimbursement may be disbursed only after completion of the service as

agreed, except as specified by written agreement (for example, progress payments).

45. Upon completion of the services, the business entity or individual must submit an invoice to the Accounts

Payable Office. The independent contractor should reference the PO number on the invoice(s) and mail to

The University of Arizona Accounts Payable, 1303 E University, Box 5, Tucson, AZ 85719-0521 or via fax

(520) 626-1243 or email invoices@fso.arizona.edu (mailto:invoices@fso.arizona.edu)

46. On receipt of the invoice, Accounts Payable will process the payment according to the Purchase Order

type and terms outlined in the PO. After the check is produced it will be mailed directly to the payee.

Exceptions for departmental pick-up of checks:

a. The payee must be an individual not a business entity and

b. The check is to be given to the individual by the department head or delegate at the completion of

services and

c. The cost of services, fees plus expenses, is less than $10,000.

47. All payments to nonresident aliens for independent contractor fees or reimbursements of expenses or

payments made on behalf of nonresident aliens must meet the criteria established in this policy and the

additional criteria established in 9.16, Payments to Nonresident Aliens (/fsm/900/916).

Reporting Payment for Services

48. The University will issue forms 1099 or 1042S (for nonresident alien) to all independent contractors at the

end of each year if required by IRS regulations. The 1099 or 1042S form will indicate the amount of

reportable fees paid to the independent contractor during the calendar year.

49. If the independent contractor received reimbursement for business related expenses supported by original

itemized receipts, these expenses will not be included in the 1099. However, if the expenses were not

supported by original itemized receipts, the total amount paid to the independent contractor will be

reported on the 1099.

Independent Contractor Payment Summary Chart

INDEPENDENT

CONTRACTOR AMOUNT/DURATION DOCUMENT ATTACHMENT

ICON

REQUIRED

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 48 of 84
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https://policy.fso.arizona.edu/fsm/900/912 13/14

INDEPENDENT

CONTRACTOR AMOUNT/DURATION DOCUMENT ATTACHMENT

ICON

REQUIRED

Expense Reimbursement Only DV Original itemized Receipts No

Guest

Speakers &

Visiting

Experts

< = $600 and < 3

days for calendar

year

DV Brochure/flyer No

< $10,000 and < 14

days for calendar

year

DV ICON form Yes

>= $10,000 and/or >

14 days for calendar

year

REQS ICON form Yes

Conference Speakers <= $600/<= 3

hours

DV A copy of the conference program

with listings of individual sessions

and speakers.

No

Entertainer <= $1,000 DV Performance Arrangement No

> $1,000 DV Performance Contract No

Cooperating (Mentor) Teachers DV Cooperating Mentor Teacher form No

NCAA Officials DV The NCAA's letter or form No

Subject Pay DV Provide a brief description of the

program

No

Royalty and Permission Fees DV Contract, letter of agreement,

invoice OR statement of

distribution

No

Agnese Haury Instructors DV Include a statement confirming

that all services performed by the

individual are solely in the

capacity of Agnese Haury Institute

instructor.

No

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 49 of 84
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(http://www.fso.arizona.edu)

888 N. Euclid Ave. Rm 502, Tucson, AZ | Phone: (520) 621-3220 | Fax: (520) 621-7078

Copyright 2018 © Arizona Board of Regents

9.14 RELOCATION POLICY FOR EMPLOYEES › (/FSM/900/914)

INDEPENDENT

CONTRACTOR AMOUNT/DURATION DOCUMENT ATTACHMENT

ICON

REQUIRED

Manuscript

Reviewers

<= $200 for calendar

year

DV ICON form Yes

> $200 the calendar

year

REQS ICON form Yes

Services other than those listed above

provided by entities with an EIN

(Employer Identification Number)

REQS Reference EIN in REQS notepad No

Services other than those listed above

provided by entities WITHOUT an EIN

REQS ICON Form Yes

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 50 of 84
Exhibit F

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Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 52 of 84
Exhibit G

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 53 of 84
Form #108

Updated 8/01/16

PERFORMANCE CONTRACT FOR ENTERTAINERS AT UNIVERSITY EVENTS

(Use for compensation > $1,000)

This Performance Contract made between The Arizona Board of Regents on behalf of The University of Arizona (hereinafter called University) and

(hereinafter called Performer) for payment of $ for 

performance on the following date(s): from (starting time): to

(ending time). The place of performance will be .

Performer & Invoice Information – Make Checks Payable to: 

Mailing Address: SSN/Tax ID # 

City/State: Phone # 

Zip Code: Email: 

1. VOLUME The University will have complete discretionary authority over the volume of said performance. Failure to comply with the volume 

controls will result in cancellation of the performance after two warnings.

2. PAYMENT If this contract is signed and returned to the University no less than two weeks before the performance date, payment will be made by 

University Check immediately after the performance. If this contract is returned less than two weeks before the performance date, a University 

Check will be mailed 10 working days after the performance.

Is the Performer a US Citizen? Yes No

Performer is hereby notified that the State of Arizona will issue and Internal Revenue Service Form 1099 from the information on this Performance 

contract.

3. CANCELLATION The performer agrees to neither consume nor possess alcohol or any illegal substance at the place of performance. Any 

violation of the terms of this section will result in forfeiture of payment of said performance.

Appropriate language, attire, demeanor and behavior of the Performer will be commensurate with state laws governing the normal utilization of 

state and public property. The University has the authority to cancel the performance or any portion thereof if the Performer fails to comply with the 

terms of this section after being issued one warning. In the event that a performance, or any portion thereof, is canceled under the provision of this 

section, the University reserves the right to withhold partial or total payment at its discretion. The University also reserves the right to withhold total 

payment if the Performer arrives incapable of performing on a professional level. 

4. Performer agrees to assume responsibility for either injury and/or property damage, which result from the performance of Performer. Performer 

holds the University harmless from such injury or property damage.

5. The parties shall comply with all applicable state and federal statutes and regulations governing Equal Employment Opportunity, NonDiscrimination, and Immigration.

6. This contract is subject to cancellation pursuant to the provisions of Arizona Revised Statute § 38-511 regarding Conflict of Interest.

7. The Performer agrees to keep all books, accounts, reports, files and other records relating to this Contract for five (5) years after completion of the 

contract. In addition, the Performer agrees that such books, accounts, reports, files and other records shall be subject to audit pursuant to A.R.S. § 

35-214.

8. If performer is an individual, is Performer a University of Arizona student with 7 units or more? Yes No

9. As required by ARS §§ 35-393 to 35-393.01, Performer certifies it is not currently engaged in a boycott of Israel and will not engage in a boycott of 

Israel during the term of this contract.

ARIZONA BOARD OF REGENTS ON BEHALF OF PERFORMER

THE UNIVERSITY OF ARIZONA

Signature Signature

Print Print

Date Date

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 54 of 84
Form #108

Updated 8/01/16

RIDER TO PERFORMANCE ARRANGEMENT

Name Performer: 

Performance date(s): From: To: 

Place:

SPECIAL PROVISIONS

ARIZONA BOARD OF REGENTS ON BEHALF OF PERFORMER

THE UNIVERSITY OF ARIZONA

________________________________________

Signature Signature

________________________________________

Print Print

________________________________________

Date Date

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 55 of 84
Exhibit H

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 56 of 84
Form #109 9/2/04

Revised: 8/01/16

PERFORMANCE ARRANGEMENT FOR ENTERTAINERS AT UNIVERSITY EVENTS

(Use for compensation < $1,000)

This Performance Arrangement made between The Arizona Board of Regents on behalf of The University of Arizona (hereinafter called University) and 

(hereinafter called Performer) for payment of $ for 

performance on the following date(s): from (starting time): to

(ending time). The place of the performance will be . 

Performer & Invoice Information – Make Check(s) Payable to: 

Mailing Address: SSN/Tax ID # 

City/State: Phone # 

Zip Code: Email: 

1. VOLUME The University will have complete discretionary authority over the volume of said performance. Failure to comply with the volume 

controls will result in cancellation of the performance after two warnings.

2. PAYMENT If this arrangement is signed and returned to the University no less than two weeks before the performance date, payment will be 

made by University Check immediately after the performance. If this arrangement is returned less than two weeks before the performance date, a 

University Check will be mailed 10 working days after the performance.

Performer is hereby notified that the State of Arizona will issue and Internal Revenue Service Form 1099 from the information on this Performance 

Arrangement.

3. CANCELLATION The performer agrees to neither consume nor possess alcohol or any illegal substance at the place of performance. Any 

violation of the terms of this section will result in forfeiture of payment of said performance.

Appropriate language, attire, demeanor and behavior of the Performer will be commensurate with state laws governing the normal utilization of 

state and public property. The University has the authority to cancel the performance or any portion thereof if the Performer fails to comply with 

the terms of this section after being issued one warning. In the event that a performance, or any portion thereof, is canceled under the provision of 

this section, the University reserves the right to withhold partial or total payment at its discretion. The University also reserves the right to withhold 

total payment if the Performer arrives incapable of performing on a professional level. 

4. Performer agrees to assume responsibility for either injury and/or property damage, which result from the performance of Performer. Performer 

holds the University harmless from such injury or property damage.

5. The parties shall comply with all applicable state and federal statutes and regulations governing Equal Employment Opportunity, NonDiscrimination, and Immigration.

6. This arrangement is subject to cancellation pursuant to the provisions of Arizona Revised Statute § 38-511 regarding Conflict of Interest.

7. The Performer agrees to keep all books, accounts, reports, files and other records relating to this Contract for five (5) years after completion of the 

contract. In addition, the Performer agrees that such books, accounts, reports, files and other records shall be subject to audit pursuant to A.R.S. 

§ 35-214.

8. This arrangement is subject to cancellation pursuant to the provisions of Arizona Revised Statute § 38-511 regarding Conflict of Interest. 

9. As required by ARS §§ 35-393 to 35-393.01, Performer certifies it is not currently engaged in a boycott of Israel and will not engage in a boycott of 

Israel during the term of this Contract.

10. If performer is an individual, is Performer a University of Arizona student with 7 units or more? Yes No

 

THE UNIVERSITY OF ARIZONA PERFORMER

Signature (Department Head or Designee) Signature

Print Name Print Name

Date Date

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 57 of 84
Exhibit I

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Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 59 of 84
Exhibit J

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 60 of 84
Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 61 of 84
Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 62 of 84
Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 63 of 84
Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 64 of 84
Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 65 of 84
Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 66 of 84
Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 67 of 84
Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 68 of 84
Exhibit K

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 69 of 84
1

Gadeir Abbas

From: Lisa Loo <lisaloo@asu.edu>

Sent: Wednesday, March 28, 2018 2:55 PM

To: Gadeir Abbas; Ensign, Drew; Carolyn Homer; Lena F. Masri, Esq.; raees@kellywarnerlaw.com

Cc: Nancy Tribbensee; Jose Cardenas (General Counsel); Roysden, Beau; Skinner, OH

Subject: RE: Speakers' Agreements Executed

Attachments: Fully Executed Speaker Agreement - Taher Herzallah.pdf; Fully Executed Speaker Agreement - Hatem 

Bazian.pdf

Follow Up Flag: Follow up

Flag Status: Completed

Thanks Gadeir. 

We had the proper authority for ASU sign the speaker’s agreements.  Your PDFs only contained pages 1 and 4 of the 

agreements so I’ve attached a complete set of both speakers’ agreements, including pages 2 and 3. 

We look forward to the April 3rd event. 

Thanks, 

Lisa 

From: Gadeir Abbas [mailto:gAbbas@cair.com]  

Sent: Monday, March 26, 2018 8:16 PM 

To: Ensign, Drew <Drew.Ensign@azag.gov>; Carolyn Homer <cHomer@cair.com>; Lena F. Masri, Esq. 

<lmasri@cair.com>; raees@kellywarnerlaw.com 

Cc: Nancy Tribbensee <Nancy.Tribbensee@azregents.edu>; Jose Cardenas (General Counsel) <jcardenas@asu.edu>; Lisa 

Loo <lisaloo@asu.edu>; Roysden, Beau <Beau.Roysden@azag.gov>; Skinner, OH <O.H.Skinner@azag.gov>; Gadeir Abbas 

<gAbbas@cair.com> 

Subject: Speakers' Agreements Executed 

All, 

Please find Hatem’s and AMP’s executed speaker agreements attached to this email.  

Regards, 

Gadeir Abbas, Esq. 

Senior Litigation Attorney

453 New Jersey Ave, SE 

Washington, DC 20003 

Tel: 202.742.6420 Fax: 202.488.0833 

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 70 of 84
2

Dir: 202.640.4935 Cell: 720.251.0425 

www.cair.com 

Licensed to practice in VA, not in DC. 

Practice limited to federal matters. 

[This email may contain confidential and privileged material for the sole use of the intended recipient(s). Any review, use,

distribution or disclosure by others is strictly prohibited. If you are not the intended recipient (or authorized to receive for the

recipient), please contact the sender by reply email and delete all copies of this message.]		

WEB | FACEBOOK | TWITTER

From: Gadeir Abbas  

Sent: Wednesday, March 21, 2018 12:40 PM 

To: 'Ensign, Drew' <Drew.Ensign@azag.gov>; Carolyn Homer <cHomer@cair.com>; Lena F. Masri, Esq. 

<lmasri@cair.com>; raees@kellywarnerlaw.com

Cc: 'Nancy Tribbensee' <Nancy.Tribbensee@azregents.edu>; 'Jose Cardenas (General Counsel)' <jcardenas@asu.edu>; 

'Lisa Loo' <lisaloo@asu.edu>; Roysden, Beau <Beau.Roysden@azag.gov>; Skinner, OH <O.H.Skinner@azag.gov> 

Subject: RE: AMP v. ASU Proposed Briefing Schedule 

Thanks Drew.  You have our consent to file. 

Gadeir Abbas, Esq. 

Senior Litigation Attorney

453 New Jersey Ave, SE 

Washington, DC 20003 

Tel: 202.742.6420 Fax: 202.488.0833 

Dir: 202.640.4935 Cell: 720.251.0425 

www.cair.com 

Licensed to practice in VA, not in DC. 

Practice limited to federal matters. 

[This email may contain confidential and privileged material for the sole use of the intended recipient(s). Any review, use,

distribution or disclosure by others is strictly prohibited. If you are not the intended recipient (or authorized to receive for the

recipient), please contact the sender by reply email and delete all copies of this message.]		

WEB | FACEBOOK | TWITTER

From: Ensign, Drew [mailto:Drew.Ensign@azag.gov]  

Sent: Wednesday, March 21, 2018 11:47 AM 

To: Gadeir Abbas <gAbbas@cair.com>; Carolyn Homer <cHomer@cair.com>; Lena F. Masri, Esq. <lmasri@cair.com>; 

raees@kellywarnerlaw.com

Cc: 'Nancy Tribbensee' <Nancy.Tribbensee@azregents.edu>; 'Jose Cardenas (General Counsel)' <jcardenas@asu.edu>; 

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 71 of 84
3

'Lisa Loo' <lisaloo@asu.edu>; Roysden, Beau <Beau.Roysden@azag.gov>; Skinner, OH <O.H.Skinner@azag.gov> 

Subject: RE: AMP v. ASU Proposed Briefing Schedule 

Thanks, Gadeir.  Those dates work for us.  Here is a proposed joint motion and proposed order that would implement 

that.  Please let us know if you have any edits or questions, and if we have your consent to file.  Because our briefs 

would otherwise be due Monday, we would like to get this on file today.  (We also appreciate the heads up on the 

potential summary judgment motion.)

Drew

From: Gadeir Abbas [mailto:gAbbas@cair.com] 

Sent: Wednesday, March 21, 2018 7:06 AM 

To: Ensign, Drew; Carolyn Homer; Lena F. Masri, Esq.; raees@kellywarnerlaw.com

Cc: 'Nancy Tribbensee'; 'Jose Cardenas (General Counsel)'; 'Lisa Loo'; Roysden, Beau; Skinner, OH 

Subject: Re: AMP v. ASU Proposed Briefing Schedule

 

Hi Drew, 

 

April 10th for your due date works. 30 days for our response works (though we are likely to file early). Could 

we do 24 days from when we file our response for your reply? 

 

We're also flagging the possibility that we'll file for summary judgment. We're not ready to make that call now, 

but I wanted to let you know that we're contemplating it. 

 

Regards, 

 

Gadeir Abbas, Esq.

Senior Litigation Attorney

The linked image cannot be displayed. The file may have been moved, renamed, or deleted. Verify that the link points to the correct file and location.

453 New Jersey Ave, SE

Washington, DC 20003

Tel: 202.742.6420 Fax: 202.488.0833

Dir: 202.640.4935 Cell: 720.251.0425 

www.cair.com

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 72 of 84
4

From: Ensign, Drew <Drew.Ensign@azag.gov> 

Sent: Monday, March 19, 2018 4:48:41 PM 

To: Gadeir Abbas; Carolyn Homer; Lena F. Masri, Esq.; raees@kellywarnerlaw.com

Cc: 'Nancy Tribbensee'; 'Jose Cardenas (General Counsel)'; 'Lisa Loo'; Roysden, Beau; Skinner, OH 

Subject: RE: AMP v. ASU Proposed Briefing Schedule 

 

Thanks, Gadeir.  Sounds good and hope you feel better.

Drew

From: Gadeir Abbas [mailto:gAbbas@cair.com] 

Sent: Monday, March 19, 2018 2:27 PM 

To: Ensign, Drew; Carolyn Homer; Lena F. Masri, Esq.; raees@kellywarnerlaw.com

Cc: 'Nancy Tribbensee'; 'Jose Cardenas (General Counsel)'; 'Lisa Loo'; Roysden, Beau; Skinner, OH 

Subject: Re: AMP v. ASU Proposed Briefing Schedule

 

Hi Drew, 

 

The 4/10 date works, but we will get back to you tomorrow on the other dates. I'm out sick today, so it'll take 

me just a bit more time to figure what response due date works best for us. But of course, we're happy to 

accommodate and your reply time frame sounds just fine. 

 

Regards, 

 

Gadeir Abbas, Esq.

Senior Litigation Attorney

The linked image cannot be displayed. The file may have been moved, renamed, or deleted. Verify that the link points to the correct file and location.

453 New Jersey Ave, SE

Washington, DC 20003

Tel: 202.742.6420 Fax: 202.488.0833

Dir: 202.640.4935 Cell: 720.251.0425 

www.cair.com

From: Ensign, Drew <Drew.Ensign@azag.gov> 

Sent: Monday, March 19, 2018 1:29 PM 

To: Carolyn Homer; Gadeir Abbas; Lena F. Masri, Esq.; raees@kellywarnerlaw.com

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 73 of 84
5

Cc: 'Nancy Tribbensee'; 'Jose Cardenas (General Counsel)'; 'Lisa Loo'; Roysden, Beau; Skinner, OH 

Subject: AMP v. ASU Proposed Briefing Schedule

Hi Gadeir, Lena, and Carolyn,

We wanted to touch base about possible briefing schedules for this case. We had originally proposed April 6 as our 

deadline for motions to dismiss, although Beau and I are now likely to be in all-day meetings in DC then. We would 

therefore propose having April 10 as the deadline for Defendants’ motions to dismiss.

We intend to raise one or more arguments involving subject matter jurisdiction, so you would ordinarily have 30 days to 

respond. See LRCiv 12.1(b); 56.1(d). We would be happy to extend that time the time for your responses, 

however. Any extension up to 30 days would definitely be fine with us, and we could likely agree to a longer extension if 

desired if there are good reasons for it. (Conversely, if you would like to shorten that period, that is fine with us as well.)

Defendants’ reply briefs would ordinarily be due 15 days after your responses. LRCiv 12.1(b); 56.1(d). We would like to 

request a modest extension of that time to between 24-28 days (31⁄2 to 4 weeks), depending on what date/day of the 

week the replies would be due. 

Please let us know if this general structure works for you, and if so, what date you would like your responses to be 

due. We think it would make sense to include all of the dates in a joint motion to the Court so that the Court can resolve 

all briefing-related matters in one order. Along those lines, we are happy to draft a joint motion along those lines if these 

dates work for you.

Please also let us know if it would be helpful to set up a call to discuss the briefing schedule.

Sincerely,

Drew

Drew C. Ensign

Senior Litigation Counsel

CONFIDENTIALITY NOTICE:  This e‐mail message, including any attachments, is for the sole use of the intended recipient(s) and may contain confidential and 

privileged information.  Any unauthorized review, use, disclosure or distribution is prohibited.  If you are not the intended recipient, please contact the sender by 

reply e‐mail and destroy all copies of the original message.

Office of the Attorney General

Government Accountability & Special Litigation

2005 N. Central Ave., Phoenix, AZ 85004

Direct: 602‐542‐5200 | Fax: 602‐542‐4377

Drew.Ensign@azag.gov 

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 74 of 84
Exhibit L

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 75 of 84
Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 76 of 84
2

OGC 12.13.17

6. Press Materials. Speaker will timely supply all press/promotion material requested by ASU.

7. Indemnity. Speaker will indemnify, defend, save and hold ASU harmless for, from, and against, any all 

claims, demands, suits, costs and damages (including reasonable attorneys’ fees) that ASU may incur by 

reason of any: (a) actual or alleged infringement or violation of any copyright, or other proprietary right by 

Speaker; (b) claim for damages arising from Speaker’s Presentation; or (c) any of Speaker’s costs and 

liabilities arising out of the Presentation or Event, including without limitation: travel and meal expenses; 

union dues; taxes; agents’ commissions or other expenses or obligations; damages to Speaker’s equipment 

or materials; compensation to third parties engaged by Speaker; compensation for lost or stolen equipment 

or materials; workers compensation or other insurance; and any expenses not preapproved by ASU in writing.

8. Indemnification and Liability Limitation. Because ASU is a public institution, any indemnification,

liability limitation, releases, or hold harmless provisions are limited as required by Arizona law, including

Article 9, Sections 5 and 7 of the Arizona Constitution and Arizona Revised Statutes (ARS) §§ 35-154 and

41-621. ASU’sliability under any claim for indemnification islimited to claimsfor property damage, personal 

injury, or death to the extent caused by acts or omissions of ASU. 

9. Force Majeure. Neither Speaker nor ASU shall be liable to each other for failure to perform hereunder 

if failure is caused by civil tumult, strike, epidemic, or any other cause beyond the reasonable control of the 

parties (Force Majeure). The ingestion of alcohol, opioids, illegal substances, or the like, will not be deemed 

an event of Force Majeure. If the Event or Presentation is cancelled due to an event of Force Majeure, the 

parties will make reasonable efforts to reschedule, if feasible.

10. Cancellation. If either party cancels this Agreement or the Presentation, other than due to an event of 

Force Majeure the other party will have all remedies afforded by law and in equity. In addition, if ASU 

cancels the Event or the Presentation, ASU will reimburse Speaker for reasonable expenses incurred in 

preparation for the Presentation up to the date ASU provides notice of cancellation. 

11. Liability; Insurance. Speaker, at its expense, will procure and maintain, for the duration of the Event, a 

policy of commercial general liability insurance in an amount of not less than $1,000,000, single limit, against 

claims for bodily injury, death and property damage occurring in connection with the Event and the 

Presentation. This insurance must name the Arizona Board of Regents, Arizona State University, and the 

State of Arizona as additional insureds. Speaker must provide ASU with a certificate evidencing this 

insurance coverage no later than 10 days prior to the Presentation.

12. No Assignment. Neither party may assign any rights or obligations under this Agreement without the 

prior written consent of the other party.

13. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties 

with respect to its subject matter. No prior or contemporaneous agreement or understanding will be effective.

14. Governing Law and Venue. This Agreement will be governed by the laws of the State of Arizona. ASU’s

obligations are subject to the regulations/policies of the Arizona Board of Regents. Any proceeding arising

out of or relating to this Agreement will be conducted in Maricopa County, Arizona. Speaker consents to such 

jurisdiction, and waives objection to venue or convenience of forum.

15. Independent Contractor. Speaker is an independent contractor and is not an employee of ASU. Neither 

Speaker nor any personnel of Speaker will for any purpose be considered employees or agents of ASU. 

Speaker assumes full responsibility for the actions of Speaker’s personnel, and is solely responsible for their 

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 77 of 84
3

OGC 12.13.17

supervision, direction and control, payment of salary and expenses (including withholding income taxes and 

social security), worker’s compensation, and disability benefits.

16. Recordings; Use of Name and Likeness. Both parties may record the Presentation for internal records. No 

recording of the Presentation, either visual or audio, will be made by or on behalf of Speaker for the purposes 

of profit or significant distribution without prior written approval from ASU. ASU may require an additional 

payment for the privilege, and may require Speaker to sign a filming/recording agreement. ASU may record 

the Presentation on video tape, audio tape, film, photograph or any other medium, use Speaker’s name, 

likeness, voice and biographical material in connection with these recordings for purposes within the ASU 

mission, including education and research, and exhibit or distribute the recording in whole or in part without 

restrictions or limitation for any educational or promotional purpose that ASU deems appropriate.

17. No Revenue Sharing. Speaker will not participate in any revenues associated with the Presentation or 

Event. This includes: sponsorship, ticketing, ticketing fees, ASU concessions revenues, and any other revenue 

streams that may be associated with the Event.

18. Non-discrimination. The parties will comply with all applicable laws, rules, regulations, and executive 

orders governing equal employment opportunity, immigration, and nondiscrimination, including the 

Americans with Disabilities Act. If applicable, the parties will abide by the requirements of 41 CFR §§ 

60- 1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified 

individuals based on their status as protected veterans or individuals with disabilities, and prohibit 

discrimination against all individuals based on their race, color, religion, sex, or national origin. 

Moreover, these regulations require that covered prime contractors and subcontractors take affirmative 

action to employ and advance in employment individuals without regard to race, color, religion, sex, 

national origin, protected veteran status or disability.

19. Conflicts of Interest. If within 3 years after the execution of this Agreement, Speaker hires as an employee

or agent any ASU representative who was significantly involved in negotiating, securing, drafting, or creating

this Agreement, then ASU may cancel this Agreement as provided in ARS § 38-511. Notice is also given of 

ARS §§ 41-2517 and 41-753.

20. Arbitration in Superior Court. The parties agree to arbitrate disputes filed in Arizona Superior Court that 

are subject to mandatory arbitration pursuant to ARS § 12-133. ARS § 12-1518 requires this provision in all 

ASU agreements.

21. Records. To the extent required by ARS § 35-214, the non-ASU parties to this Agreement will retain all 

records relating to this Agreement. Speaker will make those records available at all reasonable times for 

inspection and audit by ASU or the Auditor General of Arizona during the term of this Agreement and for 5 

years after the completion of this Agreement. The records will be provided at ASU in Tempe, Arizona, or 

another location designated by ASU on reasonable notice to Speaker.

22. Failure of Legislature to Appropriate. In accordance with ARS § 35-154, if ASU’s performance under this 

Agreement depends on the appropriation of funds by the Arizona Legislature, and if the Legislature fails to 

appropriate the funds necessary for performance, ASU may provide written notice of this to Speaker and cancel 

this Agreement without further obligation of ASU. Appropriation is a legislative act and is beyond ASU’s 

control.

23. Weapons, Explosives, and Fireworks. ASU prohibitsthe use, possession, display or storage of any weapon, 

explosive device or fireworks on all land and buildings owned, leased, or under the control of ASU or its 

affiliated entities, in all ASU residential facilities (whether managed by ASU or another entity), in all ASU

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 78 of 84
Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 79 of 84
Exhibit M

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 80 of 84
Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 81 of 84
2

OGC 12.13.17

6. Press Materials. Speaker will timely supply all press/promotion material requested by ASU.

7. Indemnity. Speaker will indemnify, defend, save and hold ASU harmless for, from, and against, any all 

claims, demands, suits, costs and damages (including reasonable attorneys’ fees) that ASU may incur by 

reason of any: (a) actual or alleged infringement or violation of any copyright, or other proprietary right by 

Speaker; (b) claim for damages arising from Speaker’s Presentation; or (c) any of Speaker’s costs and 

liabilities arising out of the Presentation or Event, including without limitation: travel and meal expenses; 

union dues; taxes; agents’ commissions or other expenses or obligations; damages to Speaker’s equipment 

or materials; compensation to third parties engaged by Speaker; compensation for lost or stolen equipment 

or materials; workers compensation or other insurance; and any expenses not preapproved by ASU in writing.

8. Indemnification and Liability Limitation. Because ASU is a public institution, any indemnification,

liability limitation, releases, or hold harmless provisions are limited as required by Arizona law, including

Article 9, Sections 5 and 7 of the Arizona Constitution and Arizona Revised Statutes (ARS) §§ 35-154 and

41-621. ASU’sliability under any claim for indemnification islimited to claimsfor property damage, personal 

injury, or death to the extent caused by acts or omissions of ASU. 

9. Force Majeure. Neither Speaker nor ASU shall be liable to each other for failure to perform hereunder 

if failure is caused by civil tumult, strike, epidemic, or any other cause beyond the reasonable control of the 

parties (Force Majeure). The ingestion of alcohol, opioids, illegal substances, or the like, will not be deemed 

an event of Force Majeure. If the Event or Presentation is cancelled due to an event of Force Majeure, the 

parties will make reasonable efforts to reschedule, if feasible.

10. Cancellation. If either party cancels this Agreement or the Presentation, other than due to an event of 

Force Majeure the other party will have all remedies afforded by law and in equity. In addition, if ASU 

cancels the Event or the Presentation, ASU will reimburse Speaker for reasonable expenses incurred in 

preparation for the Presentation up to the date ASU provides notice of cancellation. 

11. Liability; Insurance. Speaker, at its expense, will procure and maintain, for the duration of the Event, a 

policy of commercial general liability insurance in an amount of not less than $1,000,000, single limit, against 

claims for bodily injury, death and property damage occurring in connection with the Event and the 

Presentation. This insurance must name the Arizona Board of Regents, Arizona State University, and the 

State of Arizona as additional insureds. Speaker must provide ASU with a certificate evidencing this 

insurance coverage no later than 10 days prior to the Presentation.

12. No Assignment. Neither party may assign any rights or obligations under this Agreement without the 

prior written consent of the other party.

13. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties 

with respect to its subject matter. No prior or contemporaneous agreement or understanding will be effective.

14. Governing Law and Venue. This Agreement will be governed by the laws of the State of Arizona. ASU’s

obligations are subject to the regulations/policies of the Arizona Board of Regents. Any proceeding arising

out of or relating to this Agreement will be conducted in Maricopa County, Arizona. Speaker consents to such 

jurisdiction, and waives objection to venue or convenience of forum.

15. Independent Contractor. Speaker is an independent contractor and is not an employee of ASU. Neither 

Speaker nor any personnel of Speaker will for any purpose be considered employees or agents of ASU. 

Speaker assumes full responsibility for the actions of Speaker’s personnel, and is solely responsible for their 

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 82 of 84
3

OGC 12.13.17

supervision, direction and control, payment of salary and expenses (including withholding income taxes and 

social security), worker’s compensation, and disability benefits.

16. Recordings; Use of Name and Likeness. Both parties may record the Presentation for internal records. No 

recording of the Presentation, either visual or audio, will be made by or on behalf of Speaker for the purposes 

of profit or significant distribution without prior written approval from ASU. ASU may require an additional 

payment for the privilege, and may require Speaker to sign a filming/recording agreement. ASU may record 

the Presentation on video tape, audio tape, film, photograph or any other medium, use Speaker’s name, 

likeness, voice and biographical material in connection with these recordings for purposes within the ASU 

mission, including education and research, and exhibit or distribute the recording in whole or in part without 

restrictions or limitation for any educational or promotional purpose that ASU deems appropriate.

17. No Revenue Sharing. Speaker will not participate in any revenues associated with the Presentation or 

Event. This includes: sponsorship, ticketing, ticketing fees, ASU concessions revenues, and any other revenue 

streams that may be associated with the Event.

18. Non-discrimination. The parties will comply with all applicable laws, rules, regulations, and executive 

orders governing equal employment opportunity, immigration, and nondiscrimination, including the 

Americans with Disabilities Act. If applicable, the parties will abide by the requirements of 41 CFR §§ 

60- 1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified 

individuals based on their status as protected veterans or individuals with disabilities, and prohibit 

discrimination against all individuals based on their race, color, religion, sex, or national origin. 

Moreover, these regulations require that covered prime contractors and subcontractors take affirmative 

action to employ and advance in employment individuals without regard to race, color, religion, sex, 

national origin, protected veteran status or disability.

19. Conflicts of Interest. If within 3 years after the execution of this Agreement, Speaker hires as an employee

or agent any ASU representative who was significantly involved in negotiating, securing, drafting, or creating

this Agreement, then ASU may cancel this Agreement as provided in ARS § 38-511. Notice is also given of 

ARS §§ 41-2517 and 41-753.

20. Arbitration in Superior Court. The parties agree to arbitrate disputes filed in Arizona Superior Court that 

are subject to mandatory arbitration pursuant to ARS § 12-133. ARS § 12-1518 requires this provision in all 

ASU agreements.

21. Records. To the extent required by ARS § 35-214, the non-ASU parties to this Agreement will retain all 

records relating to this Agreement. Speaker will make those records available at all reasonable times for 

inspection and audit by ASU or the Auditor General of Arizona during the term of this Agreement and for 5 

years after the completion of this Agreement. The records will be provided at ASU in Tempe, Arizona, or 

another location designated by ASU on reasonable notice to Speaker.

22. Failure of Legislature to Appropriate. In accordance with ARS § 35-154, if ASU’s performance under this 

Agreement depends on the appropriation of funds by the Arizona Legislature, and if the Legislature fails to 

appropriate the funds necessary for performance, ASU may provide written notice of this to Speaker and cancel 

this Agreement without further obligation of ASU. Appropriation is a legislative act and is beyond ASU’s 

control.

23. Weapons, Explosives, and Fireworks. ASU prohibitsthe use, possession, display or storage of any weapon, 

explosive device or fireworks on all land and buildings owned, leased, or under the control of ASU or its 

affiliated entities, in all ASU residential facilities (whether managed by ASU or another entity), in all ASU

Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 83 of 84
Case 2:18-cv-00670-JJT Document 28-1 Filed 05/14/18 Page 84 of 84