Master Services Agreement - Government Finance Officers Association of the United States

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C. Compliance with Applicable_ Law: Consultant shall perform the Services under this Agreement in compliance with all applicable laws, ordinances and regulations. D. Location: Consultant shall provide the Services to the Government at one or more locations mutually agreed upon by the Contract Administrator and Project Manager, IV. RELATIONSHIP OF PARTIES A, Independent Contractor: Consultant is an independent contractor and shall not be deemed a partner or agent of or joint venturer with the Government. The employees and agents of Consultant who will be involved in the performance of the Services shall not be deemed the employees or agents of the Government. Neither patty shall have any right, power or authority to create any contract or obligation on behalf of, or binding upon, the other party, without the prior written consent of such other party. B. No Interest: Consultant hereby acknowledges that it (i) has no personal or financial interest in the project requiring the performance of the Services other than the fee it is to receive under this Agreement; (ii) shall not acquire any such interest, direct or indirect, which would conflict in any manner with the performance of the Services hereunder; and (iii) does not and will not employ or engage any person with a personal or financial interest in the project requiring the Services under this Agreement. V. PUBLICATIONS As an educational, nonprofit, professional membership association, Consultant reserves the right to publish non-confidcntial documents describing the results of, or created during, the Services performed under this Agreement. Consultant will not publish any item with the name of the Government without obtaining the prior written consent of the Government. VI. PROPRIETARY ITEMS All work product produced as a result of the Services provided hereunder shall be the property of the Government; however, Consultant's methodologies (e.g., surveys, reference databases) that it has developed before and during this engagement are the, property of Consultant (collectively, and together with any Consultant proprietary assessment tools, the "GFOA Intellectual Property"). In particular, in the course of performance hereunder, Consultant may use (and may authorize the Governtnent's personnel to use) certain GFOA Intellectual Property to assist in engagement completion, The Government shall not have or obtain any right or title to or interest in such GFOA Intellectual Property (or in any modifications or enhancements thereto). Consultant makes no express or implied warranties of any kind regarding the GFOA Intellectual Property. VII, COMPENSATION OF CONSULTANT Government Finance Officers Association 2 of 7