Oregon Health and Science University




This agreement is between the Oregon Health and Science University, an Oregon statutory public corporation (OHSU),      ([O3] Department), and       [O4] (Contractor).


Whereas OHSU has need of the services which Contractor is competent to provide; now therefore, in consideration of the sum not to exceed $      [O5] to be paid to Contractor by OHSU. The rate of pay shall be $       [O6]  hourly  flat fee  other      . Payment shall be made upon receipt and approval of invoices submitted due Net 30 days. Contractor agrees to perform between       [O7] and        [O8] inclusive, the following professional services:




How to write a scope of work is located under the professional services contract type at:


Scope of Work:






Please check the appropriate box:


Contractor will or will not receive or have access to Protected Health Information.


For a complete definition of Protected Health Information please refer to the OHSU Corporate Compliance Website at




The following attachments are incorporated by this reference and made a part of this contract:

    Attachment A; Title  Attachment B; Title  Other Attachments;      , Title




INSURANCE:  The minimum limit is $ 1,000,000.00.  Type required: S CGL S AUTO S Professional





CONTRACTORS TAX INFORMATION: (Must be filled out for payment to be generated)

Name (tax filing):






Street Address:
















Check One:

 U.S. Citizen

 Permanent Resident Alien





Federal Tax ID#:



Social Security #:




Business Designation (check one):



 Sole Proprietorship




Above payment information must be provided prior to contract approval.  This information will be reported to the Internal Revenue Service (IRS) under the name and taxpayer I.D. number submitted.  (See IRS 1099 for additional instructions regarding taxpayer I.D. numbers)  Information not matching IRS records could subject contractor to 31 percent backup withholding.  Certification:  I, under penalties of perjury, do hereby certify that (a) the number shown on this form is my correct taxpayer I.D. (or I am waiting for the number to be issued to me and (b) I am not subject to backup withholding because (i) I am exempt from backup withholding or (ii) I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified me that I am no longer subject to backup withholding.  I, the undersigned also (a) agree to perform the work required in accordance with the terms and conditions; (b) certify under penalty of perjury that I/my business am not/is not in violation of any Oregon tax laws; (c) certify that I am an independent contractor as defined in ORS 670.600; and (d) the statements contained herein are true and correct.












Mail Code:


E-mail Address:


Supervising Representative Name:



1.             Independent Contractor Status.  OHSU and the Contractor intend that the Contractor’s relationship to OHSU at all times and for all purposes under this contract is to be that of independent contractor.  The Contractor is not to be considered an agent or employee of OHSU for any purpose, and neither the Contractor nor any of the Contractor’s agents or employees are entitled to any of the benefits that OHSU provides for its employees.  The Contractor is solely and entirely responsible for its acts and the acts of its agents, subcontractors and employees during the performance of this contract.  The Contractor is not an officer, employee, or agent of OHSU as those terms are used in ORS 30.265.


2.             Government Employment Status.  If payment under this contract is to be charged against federal funds, Contractor certifies that it is not currently employed by the federal government.


3.             Subcontracts and Assignment.  Contractor shall not enter into any subcontracts for any of the services under this contract or assign or transfer any of its interest in this contract, without the prior written consent of OHSU.  Contractor may not request OHSU’s approval of any subcontractor without first ensuring that such subcontractor is not Excluded from participation as set forth in paragraph 13.  No such written approval shall relieve Contractor from any obligations of this contract.  An approved subcontractor shall be considered the agent of Contractor and Contractor must ensure any such subcontractor’s compliance with and agreement to the terms and conditions of this contract.


4.             Successors in Interest.  The provisions of this contract shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and assigns, if any.


5.             Third Party Beneficiaries.  OHSU and Contractor are the only parties to this contract and are the only parties entitled to enforce its terms.  Nothing in this contract gives, is intended to give, or shall be construed to give or provide any benefit or right, directly or indirectly, to third persons unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this contract.


6.             Payment and Billing. 


a.             OHSU will not pay any amount in excess of the maximum compensation amount set forth on the face of the contract.  If the maximum compensation is increased by amendment of this contract, the amendment must be in writing and signed by OHSU and Contractor before Contractor performs services subject to the amendment. OHSU shall reimburse for expenses only as expressly provided on the face of the contract.


b.             Contractor shall submit invoices for the services performed under this contract.  The invoices shall describe with particularity all services performed, by whom performed, and shall itemize and explain all expenses for which reimbursement is payable.  


c.             Contractor shall not be compensated for services performed under this contract from any OHSU department other than that named on the face page of this contract.


d.             Unless otherwise provided in the scope of work, payment shall be made after completion of services.  Contractor shall submit invoices to the department listed on the face page of the contract.  OHSU payment terms are net 30 from the date of invoice.  Contractor may not charge OHSU interest on an overdue payment unless the payment is at least 45 days overdue.  The maximum interest rate payable by OHSU is two-thirds of one percent per month on the outstanding balance.


7.             Termination.


a.             i.              Termination by Mutual Consent.  This contract may be terminated at any time by mutual consent of both parties.


ii.             Termination for Convenience.  This contract may be terminated by OHSU for convenience and without cause upon 180 days written notice, or may be terminated by Contractor for convenience and without cause upon 360 days written notice.  OHSU shall have the right to terminate for convenience and without cause upon less than 180 days, but in no event less than 30 days, upon written notice to Contractor, provided that OHSU shall in such event pay to Contractor an amount equal to (i) 180 days less the number of days notice provided to Contractor, times (ii) daily profit calculated in accordance with the Contractor’s Response to the Request for Proposals.


b.             Contractor may terminate this contract upon a material default and failure to cure by OHSU.  Contractor must provide written notice specifying the nature of the default and allow OHSU 30 days from the date of the notice to cure the default, provided, however that if the nature of OHSU’s obligation is such that more than 30 days are required for cure, then OHSU shall not be deemed in default if it commences performance within the 30 day period and thereafter diligently pursues the cure to completion.


c.             OHSU may terminate this contract effective upon delivery of written notice to the Contractor, or effective at such later date as may be established by OHSU, if:


i.              Federal or state regulations or guidelines are modified or changed in such a way that the services are no longer allowable or appropriate for purchase under this contract.


ii.             Any license or certificate required by law or regulation to be held by the Contractor to provide the services required by this contract is for any reason denied, revoked, or not renewed.


iii.            Funding from federal, state, or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services.


                If this contract is terminated under this subsection, OHSU shall only be liable for payment in accordance with the terms of this contract for services satisfactorily rendered prior to the effective date of termination.


d.             OHSU may at any time terminate the whole or any part of this contract for default if Contractor fails to perform any of the provisions of this contract, or so fails to pursue the services as to endanger performance of this contract in accordance with its terms, and after receipt of written notice from OHSU, fails to correct such default within ten calendar days or such other period as OHSU may designate in such notice.


e.             The rights and remedies provided in this section are not exclusive and are in addition to any other rights and remedies provided by law or under this contract.


f.              Upon receiving a notice of termination issued by OHSU, Contractor shall immediately cease all activities under this contract, unless expressly directed otherwise by OHSU in the notice of termination.  Upon termination, Contractor shall deliver to OHSU all contract documents, information, works-in-progress, spare parts, tools and other property that are or would be deliverables and/or that have been provided by OHSU to Contractor in connection with its performance of the services.


8.             Survival of Terms.  Termination of this contract and/or the passage of the contract expiration date (as recorded on the face of the contract) shall not extinguish or prejudice OHSU's right to enforce this contract with respect to any default or defect in performance that has not been cured, any rights or remedies under any warranties or OHSU’s right to indemnity for any claim that may arise as a result of Contractor’s performance under this contract.


9.             Time is of the essence.  Time is of the essence in Contractor’s performance of each and every obligation under this contract.


10.          Access to Records.  Contractor shall maintain books, records, documents, and other evidence and accounting procedures and practices sufficient to reflect properly all costs of whatever nature claimed to have been incurred and anticipated to be incurred in the performance of this contract.  OHSU, the federal government, and their duly authorized representatives shall have access to the books, documents, papers, and records of Contractor which are directly pertinent to this contract for the purpose of making audit, examination, excerpts, and transcripts.  Except when a longer retention period is specified in this contract, such books and records shall be maintained by Contractor for three years from the date of contract expiration unless a shorter period is authorized in writing.  Contractor is responsible for any audit discrepancies involving deviation from the terms of this contract and for any commitments or expenditures in excess of amounts authorized by OHSU.


11.          Compliance with Applicable Law.  Contractor shall comply with all federal, state, and local laws, codes, regulations, and ordinances applicable to the services and/or its performance of such services under this contract.


12.          Nondiscrimination.  Contractor shall comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations.


13.          Federal and State Program Eligibility. Contractor represents and warrants that it is not excluded from participation, and is not otherwise ineligible to participate in a “federal health care program,” as defined in 42 U.S.C. Section 1320a-7b(f) or in any other government payment program (“Excluded”).  In the event Contractor is Excluded or becomes otherwise ineligible to participate in any such program during the term of this contract, Contractor will notify OHSU in writing within three (3) days after such event.  Whether or not such notice is given to OHSU, OHSU may immediately terminate this contract upon written notice to Contractor and OHSU shall have no responsibility to pay for any services from the date Contractor was Excluded or ineligible from participation.


14.          Indemnity.


a.             Contractor agrees to hold harmless, and defend with counsel acceptable to OHSU, and indemnify and reimburse OHSU, its directors, officers, employees and agents from and against any and all liability, damages, settlements, loss, costs, and expenses (including reasonable attorneys fees) suffered or incurred in connection with any action, suit, or claim, of any kind or nature, whether in contract, tort or otherwise, resulting from or arising out of Contractor’s, or its subcontractor’s, acts, omissions, activities, services or work performed under this contract.


b.             Contractor shall notify OHSU immediately of any incident, occurrence, or event that is likely to result in a claim against OHSU.  Said notice shall be in writing and directed to the OHSU Department of Risk Management, (3181 SW Sam Jackson Park Road, Mail Code L328, Portland, OR 97239-3092.)  Contractor shall also notify OHSU of any claim, suit or other demand for compensation by any third party that relates directly or indirectly to activities or omissions of OHSU under the terms of this contract.


C.            Contractor agrees to cooperate fully with OHSU in the investigation and defense of third party claims brought against OHSU and/or any of its Board of Directors, Officers, agents and employees as a result of the activities performed under the terms of this contract.  Such cooperation shall include, but not be limited to, making Contractor staff available and providing access to pertinent Contractor records and documentation to allow investigation, evaluation and defense, except as otherwise prohibited by law.


d.             In the event that Contractor or its insurer undertakes the representation and defense of claims involving OHSU and/or its employees, agents or officers, no settlement or other resolution of the claim involving payments to third parties shall be undertaken without prior approval from the OHSU Department of Risk Management.


15.          Insurance.

Insurance requirements set forth below do not in any way limit the amount or scope of liability of Contractor under this agreement.  The amounts listed indicate only the minimum amounts of insurance coverage OHSU is willing to accept to help insure full performance of all terms and conditions of this contract. 


a.             Contractor shall maintain in force at its own expense each of the insurances listed below:


i.              Commercial general liability policy or policies including coverage for sudden and accidental pollution liability; liability arising from premises (including loss of use thereof), operations, independent contractors, products-completed operations, personal injury and advertising injury; and liability insured under an insured contract (including the tort liability of another assumed in a business contract) occurring on or in any way related to the Premises or occasioned by reason of the operations under this contract.  Such coverage shall be written on the latest ISO occurrence form (or a substitute form providing equivalent coverage) in an amount of not less than FIFTEEN MILLION DOLLARS ($15,000,000) per occurrence. 


ii.             Automobile Liability insurance with a minimum limit of not less than $1,000,000 per accident and for Bodily Injury and Property Damage, including coverage for owned, hired or non-owned vehicles, as applicable.


iii.                  Professional Liability insurance with a combined single limit of not less than $1,000,000 per occurrence and $3,000,000 annual aggregate for damages caused by error, omission or negligent acts related to any professional services to be provided under this contract.  Any deductible shall not exceed $25,000 each claim, incident or occurrence.


iv.                   Contractor and all subcontractors  shall maintain in force at its own expense Workers' Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers (contractors with one or more employees, and as defined by ORS 656.027). Contractor shall also maintain employer’s liability coverage in an amount not less than FIVE HUNDRED THOUSAND DOLLARS ($500,000) per accident and FIVE HUNDRED THOUSAND DOLLARS ($500,000) per employee for disease.


All policies of insurance must be written by companies having an A.M. Best rating of “A-” or better, or equivalent.  OHSU may, upon thirty (30) days written notice to Contractor, require Contractor to change any carrier whose rating drops below an “A-” rating.  Any deductible or self-insured retention exceeding fifteen percent (15%) of the per-occurrence or per-accident limit of a required policy is subject to approval by OHSU.


If written on a claims made basis, the commercial general and professional liability insurance shall be maintained for a period of not less than two years following termination of this contract. 


b.             OHSU, City of Portland, Portland Aerial Transportation Inc., RIMCO and River Campus Investors shall be named as an additional insured in each general liability policy. The required policies shall provide that the coverage is primary, and will not seek any contribution from any insurance or self-insurance carried by OHSU.  The certificate will specify all of the parties who are additional insureds.  If requested, complete policy copies shall be provided to the OHSU.  The Contractor shall be financially responsible for all pertinent deductibles, self-insured retentions and/or self-insurance.


c.             There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance coverage(s) without 30 days written notice from the Contractor or its insurer(s) to OHSU. Insurance must be maintained without any lapse in coverage during the Contract Term.  Insurance allowed to lapse without OHSU consent shall be deemed an immediate event of default under this Contract.  OHSU shall also be given certified copies of Contractor’s policies of insurance, upon request.  Failure of OHSU to demand such certificates or other evidence of full compliance with these insurance requirements, or failure of OHSU to identify a deficiency from evidence that is provided, shall not be construed as a waiver of Contractor’s obligation to maintain the insurance required by this Contract.


16.          Ownership of Work Product.  All work of Contractor that results from this contract (the "Work Product") is the exclusive property of OHSU. OHSU and Contractor intend that such Work Product be deemed "work made for hire" of which OHSU shall be deemed the author. If for any reason the Work Product is not deemed "work made for hire", Contractor hereby irrevocably assigns to OHSU all of its right, title, and interest in and to any and all of the Work Product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Contractor shall execute such further documents and instruments as OHSU may reasonably request in order to fully vest such rights in OHSU. Contractor forever waives any and all rights relating to the Work Product, including without limitation, any and all rights arising under 17 USC 1106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications.


17.          Force Majeure.  Neither party shall be held responsible for delay or default caused by fire, riot, acts of God or war that is beyond its reasonable control.  The affected party shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under the contract.


18.          Severability.  If any term or provision of this contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the contract did not contain the particular term or provision held to be invalid.


19.          Waiver.  The failure of OHSU to enforce any provision of this contract shall not constitute a waiver by OHSU of that or any other provision.


20.          Captions.  The captions or headings in this contract are for convenience only and in no way define, limit, or describe the scope or intent of any provision of this contract.


21.          Conflict of Interest.  Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of its services hereunder.  Contractor further covenants that no person or entity having any such an interest shall be employed or engaged in the performance of this contract.


22.          Execution and Counterparts.  This contract may be executed in several counterparts, each of which shall be an original, all of which shall constitute one and the same instrument.


23.          Governing Law/Venue.  This contract shall be governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law.  Any claim, action, suit or proceeding (collectively, "Claim") between OHSU and Contractor that arises from or relates to this contract shall be brought and conducted solely and exclusively within the Circuit Court of Multnomah County for the State of Oregon; provided, however, if a Claim is brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon.  CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS.


24.          Hazard Communication.  In the course of rendering services under this contract, Contractor shall notify OHSU prior to using products containing hazardous chemicals to which OHSU employees or members of the public may be exposed.  Products containing hazardous chemicals are those products defined by Oregon Administrative Rules, Chapter 437.  Upon request of OHSU or a member of the public, Contractor shall immediately provide Material Safety Data Sheets for the products subject to this provision.


25.          Publicity. Contractor shall not advertise, market or use other promotional efforts that include any data, pictures, or other representations of OHSU without the prior written permission of authorized representatives of OHSU.


26.          Oregon Registration.  Contractor represents and warrants that it has complied with all applicable requirements of the Oregon Department of Revenue and the Secretary of State Corporation Division in order for it to provide services under this contract.


27.          Contractor Staff and Use of OHSU Facilities.  Contractor agrees that all Contractor staff performing any services at any OHSU facility shall comply with all applicable OHSU policies, including but not limited to, requirements regarding background and criminal history checks.  Contractor and its employees or agents shall have the right to use only those facilities of OHSU that are necessary to perform the services under this contract and shall have no right of access to any other facility of OHSU without prior approval of OHSU management.  OHSU shall have no responsibility for the loss, theft, disappearance of, or damage to, equipment, tools, materials, supplies, and other personal property of Contractor or its employees, subcontractors or agents that may be stored, or located on OHSU premises.


28.          Notices and Representatives.  All notices, certificates, or communications contemplated by this contract shall be delivered or mailed postage prepaid to the respective parties at their respective places of business as identified in the signature block of this contract or to such other location as designated by notice given in accordance with this paragraph.


29.          Confidentiality.  Contractor shall safeguard and not disclose confidential information of OHSU including any of the following: (a) patient information; (b) student information; (c) personnel information; (d) matters of a technical nature; (e) matters of a business nature; and, (f) other information of a similar nature which is not generally disclosed by OHSU to the public, referred collectively hereafter as "Confidential Information."  Contractor further agrees not to use Confidential Information except as may be necessary to perform the services identified in this contract for OHSU.   Upon termination of this contract, or otherwise as requested by OHSU, Contractor will promptly deliver all Confidential Information to OHSU, in whatever form, that may be in Contractor’s possession or control.


30.          Attorney Fees. In the event any litigation or dispute between OHSU and Contractor arises out of or in connection with this contract, each party shall pay their own attorneys fees associated with any such proceeding.


31.          Representations and Warranties. Contractor represents and warrants to OHSU that: (a) Contractor has the power and authority to enter into and perform the contract, (b) this contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms, and (c) Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Contractor will apply that skill and knowledge with care and diligence to perform the services in a professional manner and in accordance with standards prevalent in Contractor’s industry, trade or profession, and (d) at all times during the term of this contract, Contractor shall be qualified, professionally competent, and duly licensed to perform the services.


32.          Conflicting Provisions.  This contract and all of the exhibits, schedules, and documents attached hereto are intended to be read and construed in harmony with each other, but in the event any provisions in any attachment conflict with the provisions of this contract, then this contract shall control, and such conflicting provision shall be deemed removed and replaced with the governing provision herein.


33.          HIPAA / Business Associate Requirements.  If Contractor's performance under this contract involves or requires the disclosure to or use by Contractor of OHSU's "Individually Identifiable Health Information" (as that term is defined by the Health Insurance Portability and Accountability Act and regulations promulgated pursuant thereto (“HIPAA”), then the following provisions apply:


a.             Contractor will use and disclose Individually Identifiable Health Information received from, or created or received by Contractor on behalf of, OHSU in the course of its performance under this contract (“PHI”) only as required for such performance, as permitted herein or as required by law, and Contractor will use all appropriate safeguards to prevent any use or disclosure of PHI other than as allowed in this contract.  All PHI (in whatever form) is the exclusive property of OHSU. 


b.             Contractor shall not, and shall ensure that its directors, officers, employees, contractors and agents  (collectively, “Contractor Representatives”) do not, use or disclose PHI in any manner constituting a violation of 45 CFR §160 and 164 (“Privacy Standards”) if done by OHSU.


c.             Contractor agrees that any request to OHSU for disclosure of PHI shall be limited to the minimum necessary to accomplish Contractor’s purpose under this contract.


d.             Contractor shall immediately notify OHSU in writing of any use or disclosure of PHI other than as allowed by this contract, and, to the extent practicable, shall mitigate any harmful effect of such use/or disclosure.


e.             Contractor shall ensure that each of the Contractor Representatives having access to PHI, agree to comply with the restrictions and conditions of this paragraph 33.


f.              If Contractor maintains Records for OHSU that are a part of OHSU’s Designated Record Set (“DRS”), Contractor will: (i) within 10 days of a request from OHSU for access to an individual’s PHI contained in the DRS, provide copies of such PHI to OHSU; (ii) within 10 days of a request from OHSU for an amendment of an identified individual’s PHI in a DRS, make available the PHI for amendment and incorporate such amendment into PHI maintained by Contractor as required by the Privacy Standards; and (iii) within 5 days of Contractor’s receipt from an individual of a request for access to PHI or for an amendment of PHI, forward that request to OHSU in writing.


g.             Within 10 days of notice from OHSU that OHSU has received a request for an accounting of disclosures of an individual’s PHI, Contractor shall make available to OHSU such information in Contractor’s possession and as necessary for OHSU to make the accounting required by 45 CFR §164.528, including: (i) the date of the disclosure occurring after April 16, 2003, but no more than 6 years prior to the date of the request, (ii) the name and if known the address of the entity or person who received the PHI,  (iii) a brief description of the PHI disclosed, and (iv) a brief statement of the purpose and basis of the disclosure, (collectively, “Disclosure Information”).  If the request for an accounting of disclosures of PHI is delivered to Business Associate, then Business Associate shall within 5 business days of receipt, forward such request to OHSU.  Business Associate hereby agrees to implement an appropriate record keeping process to enable it to comply with the requirements of this subparagraph 33, g. and shall maintain a record of Disclosure Information for a period of 6 years from the date of each disclosure.  Contractor may elect to satisfy its obligations under this subparagraph 33, g. by entering the information required by this subparagraph 33, g. directly into an OHSU web-based accounting-of-disclosures tool (“Accounting of Disclosures System”).  To so elect, Contractor must contact the OHSU Privacy Officer at (503-494-8849), obtain access to the Accounting of Disclosures System and thereafter input into that system, all information required under this subparagraph 33, g. in conformance with instructions provided by OHSU.


h.             Contractor shall make its internal practices, books and records relating to the use and disclosure of PHI available to the Secretary for purposes of determining OHSU’s compliance with the Privacy Standards.


i.              Compliance with Security Regulations. Beginning no later than April 21, 2005 and continuing thereafter, with respect to any electronic PHI that Business Associate creates, receives, maintains, or transmits, Business Associate shall:


a.       Implement Administrative Safeguards, Physical Safeguards and Technical Safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the electronic PHI, as required by the Security Standards;


b.       Ensure that any agent, including a subcontractor, to whom it provides such electronic PHI agrees to implement reasonable and appropriate safeguards to protect it;


c.        Report to OHSU any attempted or successful unauthorized access, use, disclosure, modification, or destruction of electronic PHI, or interference with system operations in an Information System, of which it becomes aware; and


d.       Authorize termination of the Existing Agreements, if OHSU determines that the Business Associate has violated a material term of this Agreement.


Capitalized terms used in this Paragraph shall have the meaning given them in the Security Standards.


j.              OHSU may terminate this contract upon ten (10) days written notice to Contractor if OHSU determines, in its sole discretion, that Contractor has violated a material term of this paragraph 33 and such breach is not cured within such ten (10) day period. Upon termination of this contract for any reason, Contractor shall either return or destroy all PHI maintained by Contractor in any form retaining no copies.  If the return or destruction is not feasible, Contractor shall extend the protections of this paragraph 33 to such PHI and such PHI shall be used or disclosed solely for such purpose(s) that make the return or destruction of such PHI infeasible.


k.             Notwithstanding any limitation on damages contained herein, Contractor shall indemnify and hold OHSU harmless from and against any and all liability and costs, including attorneys fees, arising out of or related to a breach of this paragraph 33 by Contractor, its agents or subcontractors.


l.              Contractor agrees to amend this Agreement as necessary to allow each party to comply with (i) the Privacy Standards, (ii) the Standards for Electronic Transactions (45 CFR parts 160 and 162) and (iii) the Security Standards Standards (45 CFR Parts 160, 162, and 164),  (collectively, the “Standards”), as they are amended from time to timefinalized by the Secretary.


m.           Capitalized terms used in this paragraph without definition, have the meanings assigned to them in the Privacy Standards.  The terms and conditions of this paragraph 33 shall supersede any conflicting or inconsistent terms in the contract.














**This portion is intentionally left blank**


34.          Dispute Resolution:  OHSU and Contractor agree to first enter into negotiations to resolve any controversy, claim or dispute (“dispute”) arising under or related to this contract.  The parties agree to negotiate in good faith to reach a mutually agreeable resolution of such dispute within a reasonable period of time.  If good faith negotiations are unsuccessful, then such dispute will be mediated by a mutually-acceptable mediator to be chosen by the parties within fifteen (15) business days after written notice by one of the parties demanding mediation.  Neither party may unreasonably withhold consent to the selection of the mediator and the parties agree to share the cost of the mediation equally.  Such mediation will take place in Portland, Oregon.  If the dispute cannot be resolved by the parties through negotiation or mediation within forty-five (45) days of the date of the initial demand for mediation by one of the parties, then either party may seek resolution of the dispute as otherwise provided in this contract and by law.





Contractor is a Corporation:  I, the undersigned, am authorized to act on behalf of the entity designated below, hereby certify under penalty of perjury that entity is a corporation.

Contractor is Independent:  Contractor certifies he/she meets the following standards:

1.       I have filed federal and state income tax returns in the name of my business or a business Schedule C as part of the personal income tax return, for the previous year, for labor or services performed as an independent contractor in the previous year.

2.       I represent to the public that the labor or services are to be provided by my independently established business as four (4) or more of the following circumstances exist.  (Please check four or more of the following:)


A.       The labor or services are primarily carried out at a location that is separate from my residence or is primarily carried out in a specific portion of my residence, which is set a side as the location of the business.

B.       Commercial advertising or business cards are purchased for the business, or I have a trade association membership.

C.      Telephone listing is used for the business that is separate from the personal residence listing.

D.      Labor or services are performed pursuant to written contracts.

E.       Labor or services are performed for two or more different persons within a period of one year.

F.       I assume financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, warranties, errors and omission insurance or liability insurance relating to the labor or services to be provided.


This contract and any amendments to this contract will not be effective and no work shall begin until approved by the Contract Officer and by the appropriate persons as listed below.









OHSU Contract Coordinator                                 Date

Typed Name:                                                             Date


 [O1]Enter Requisition Number Here

 [O2]Enter Contract Number Here

 [O3]Enter Department Name Here

 [O4]Enter Contractor Name Here

 [O5]Enter Total Amount Here

 [O6]Enter Rate of Pay Here

 [O7]Enter Start Date Here

 [O8]Enter End Date Here

 [O9]Completing all of the Blanks in this Form and Providing a Detailed Scope of Work will facilitate the execution of this Contract.