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Division of Financial and Business ServicesProcurement Services

INDEPENDENT CONTRACTOR AGREEMENT

The Parties to this Independent Contractor Agreement ( “Agreement”) dated (“Effective Date”) are the University of Southern California, a California non-profit corporation, located at [insert address] (“USC”) and [insert name] , an independent contractor doing business at [insert address] (“Contractor”). The Parties agree as follows:

1. WORK TO BE PERFORMED; ACCEPTANCE. USC hereby engages Contractor to perform the tasks described in the Statement of Work attached hereto as Exhibit A and incorporated herein by this reference, and Contractor hereby agrees to perform such tasks (the “Project”). USC shall have the right to monitor performance of one or more aspects of the Project and to notify Contractor if USC determines, in its sole and absolute discretion, that performance of the Project does not meet the requirements of the Statement of Work. If USC determines that the performance of the Project does not meet the requirements of the Statement of Work, USC may (i) so notify Contractor, in which case Contractor shall take prompt action, at its sole expense, to make such Project acceptable to USC, or (ii) immediately terminate this Agreement. The foregoing are in addition to all other rights and remedies available under this Agreement, at law or in equity.

2. INDEPENDENT CONTRACTOR RELATIONSHIP. Both Parties agree that the Contractor engaged in providing service is strictly and at all times an independent contractor and not an employee. For all purposes, including but not limited to the Federal Insurance Contributions Act (“FICA”), the Social Security Act, the Federal Unemployment Tax Act (“FUTA”), income tax withholding requirements, California Personal Income Tax Withholding (“PIT”), California Unemployment Insurance taxes (“UI”), California Disability Insurance (“SDI”), the Worker’s Compensation Code - California Labor Code §3200 et seq. (“WCC”), and all other applicable federal, state, and local laws, rules and regulations, Contractor, and Contractor’s respective employees, if any, shall be treated as independent contractors and not as employees of USC.

3. PREVIOUS EMPLOYMENT.

If Contractor is an individual, has Contractor ever been an employee of USC or a USC-operated hospital? This question does not apply to Contractor if Contractor previously performed services for USC, or a USC-operated hospital, as an independent contractor. One of the boxes below must be checked. If “yes” is checked, please provide the required information. If “no” is checked, please initial.If yes , please provide the exact dates (Month/Day/Year) of employment, and provide the name of the department(s)/school(s) where Contractor was employed: Department/School Name: Dates employed: Department/School Name: Dates employed:

If no , Contractor represents that Contractor is not currently an employee of USC or a USC-operated hospital, and has not been an employee of USC or a USC-operated hospital within the current calendar year. Initial Here .

4. NO BENEFITS. Contractor agrees that the Contractor and the Contractor’s employees, agents, or representatives (“Contractor Staff”), if any, are not entitled to any benefits that USC provides to its employees, and Contractor hereby waives, and waives on behalf of its Contractor Staff, the right to participate in any such programs. Contractor also agrees that, consistent with independent contractor status, neither Contractor, nor its employees, agents, or representatives, will apply for any government-sponsored benefits that are intended to apply to employees, including, but not limited to, unemployment benefits.

5. TAX REPORTING AND FILING. Contractor acknowledges and agrees that the Contractor shall be responsible for filing all tax returns, tax declarations, and tax schedules, and for the payment of all the

University of Southern California, Business Services, Procurement Services, UGB 210 Los Angeles, CA 90089-8015Tel: (213) 740-2281; Fax: (213) 740-3620

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taxes required, when due, with respect to any and all compensation earned by Contractor under this Agreement. USC will not withhold any employment taxes from compensation it pays Contractor. USC will report the amount it pays Contractor on IRS Form 1099 to the extent required to do so under applicable Internal Revenue Code provisions and state or local law.

USC is NOT sales tax exempt. Contractors are required to charge USC sales tax on taxable items and must identify sales tax on all invoices. Most items are delivered to Los Angeles and are subject to the current city sales tax rate. However, USC operates locations throughout California and in other States. Contractors should reference the delivery address and apply the sales tax amount for the applicable city.

6. CALIFORNIA NONRESIDENTS . Payments made to service contractors that do not have a permanent place of business in the state of California or that are not qualified through the Office of the Secretary of the State to do business in California are subject to seven percent (7%) state income tax withholding (California Revenue and Taxation Code Section 18662). Types of income subject to withholding include, but are not limited to, payments for services performed in California and payments of leases, rents and royalties for property (real or personal) located in California. No withholding is required on payments for goods. California non-residents that are exempt must complete California Withholding Exemption Certificate, Form 590 (http://businessservices.usc.edu/for-suppliers/forms/) in order to exempt California non-residents from this seven percent income tax withholding. This Certificate needs to be submitted with the first invoice to USC. The California Franchise Tax Board may reduce the withholding if the seven percent will result in substantial over-withholding or waive the withholding if the payee has a current history of filing California returns and/or making estimated payments when due. For more information contact:

Non-Resident Withholding Section MS F F-265California Franchise Tax Board

P.O. Box 651 Telephone: (916) 845-4900Sacramento, CA 95812-0651 Fax: (916) 845-4831

6.1. FOREIGN PAYEES. The following information applies to foreign payees performing work in the United States (“U.S.”). Foreign payees subject to withholding include:

Foreign corporations/partnerships Foreign individuals

Federal Income Tax WithholdingThe IRS requires USC to withhold 30% income tax on U.S. source income payments to foreign payees, regardless of amount. Types of income subject to withholding include but are not limited to:

Payments for services (consultants, speakers, designers, etc.) performed in the U.S. Payments of royalties, leases, and rents, for property (real or personal) located in the U.S.

Payments made to foreign payees are exempt from this tax withholding by USC if ANY of the following criteria apply:

The relevant services are performed outside the U.S.; or The foreign payee is a resident of a country that has a tax treaty with the U.S. (foreign payee

must provide appropriate tax forms prior to processing payment).

7. INSURANCE. Unless more specific insurance provisions are stipulated in an agreement, such as, but not limited to, agreements for construction, maintenance, facilities, transportation, and architects, Contractor will be required to maintain the charted insurance coverage at Contractor’s own expense. It is Contractor’s responsibility to ensure that the required insurances remain in effect for the entire duration of this Agreement and name USC as an additional insured, except Worker’s Compensation. All coverages to be primary and non-contributory basis to any insurance maintained by USC. Such insurance shall

University of Southern California, Business Services, Procurement Services UGB 210 Los Angeles, CA 90089-8015Tel: (213) 740-2281; Fax: (213) 740-3620

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waive any right of subrogation against USC and shall specifically cover Contractor’s obligations to defend, indemnify and hold USC harmless as provided herein. If requested by USC, it will be the Contractor’s full responsibility to provide USC with evidence of the required insurances.

Insurance Type Corresponding Insurance DetailsWorkers’ Compensation Insurance

Contractor will maintain a certified copy of the “Certificate of Consent to Self-Insure” required by California Labor Code Section 3700 et seq. and comply with the regulations promulgated thereunder. Contractor must maintain personal health insurance through a licensed provider in the State of California. Employers Liability in the amount of $1,000,000. Contractor must maintain personal health insurance through a licensed provider in the State of California if no Workers’ Compensation insurance.

Comprehensive General Liability Insurance

Comprehensive General Liability coverage for death, bodily injury, and property damage, including products liability, with limits of no less than $1,000,000 per occurrence and$2,000,000 in the aggregate. Must not exclude Sexual Molestation Liability coverage.

Automobile Liability Insurance

Contractor to provide evidence if a personal auto policy, with limits not less than $300,000 or Commercial Automobile Liability coverage of $1,000,000 each occurrence for all owned, non-owned and hired vehicles

Professional Liability Insurance (Errors and Omissions)

Professional Liability coverage in the amount of $1,000,000 if the Contractor is licensed or certified, or if the Contractor’s work product, judgment, planning, or design will be relied on by USC in a decision-making process within USC.

8. EQUIPMENT AND TOOLS . Contractor is responsible for the purchase and maintenance of Contractor’s own equipment.

9. USC EXPENDITURE POLICIES . Contractor acknowledges that Contractor is eligible for reimbursements (e.g. travel, meals, supplies, etc.) only if specified in Exhibit A of this Agreement. Contractor further agrees that reimbursable amounts are only up to the limits identified in Exhibit A, or USC’s Travel (Expenditures) Policy as set forth in the following link to the policy - https://policy.usc.edu/travel-expenditures/, whichever is lower.

10. PAYMENT AND INVOICES . In consideration for the Project to be performed by Contractor, Contractor shall be paid the amounts, and in the manner, set forth in Exhibit A. Contractor shall be responsible for invoicing USC for services rendered or goods received. Payment shall be made by USC within thirty (30) days after USC’s receipt of each invoice that certifies the occurrence of each event and USC’s acceptance of the goods received and/or services rendered. USC is not responsible for paying invoices that are dated more than sixty (60) days after services were rendered or goods were received. Contractor shall provide a valid purchase order number on all invoices submitted for payment. All invoices shall be mailed or emailed to:

USC Accounts PayableP.O. Box 77967

Los Angeles, CA 90007

[email protected]

OR, For USC Hospital Accounts Payable:Keck-Norris Medical Center of USC

P.O. Box 33227


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mailto:[email protected]

Los Angeles, CA 90033

[email protected]

11. OPEN PAYMENT DATABASE. Contractor agrees to notify USC if Contractor intends to report to Centers for Medicare and Medicaid Services (“CMS”) any payments or other transfers of value for USC on the Open Payment database at least ninety (90) days prior to making such report.

12. COMPLETION OF PROJECT ON TIME . Contractor will be required to complete the assigned Project within the period specified in Exhibit A. Among its remaining remedies, USC reserves the right to take remedial measures to successfully complete the Project and may charge Contractor if Contractor fails to successfully complete the Project in a timely manner.

13. TERMINATION . USC may terminate this Agreement at any time without cause on thirty (30) days written notice. In the case of a material breach of this Agreement by one Party, the other Party shall have the right to terminate this Agreement with no advance notice if, after providing the breaching Party with notice of the breach, the breaching Party fails to cure the breach within three (3) days after receipt of the notice of breach. If Contractor is engaged pursuant to a sponsored project, then USC may terminate this Agreement as directed under the provision of the sponsored project.

14. PROPRIETARY INFORMATION . All services provided by Contractor to USC pursuant to this Agreement shall be confidential. During the term of this Agreement, Contractor may have access to USC’s internal records, systems and methods of operating its business, trade secrets, customer lists, price lists, contract information and other confidential or proprietary information. Contractor agrees that all such information is the exclusive property of USC, irrespective of whether such information was created or prepared by the Contractor or others. Contractor further agrees that Contractor will not, at any time, in any manner, directly or indirectly, disclose such information to any person or entity, or use such information other than in furtherance of the purposes of USC. Upon termination of this Agreement, Contractor will deliver to USC all property of USC, including any written memorial of, or documents relating to, the information described above, in whatever manner maintained or stored. The Parties agree that this Section shall survive the termination of this Agreement.

15. INTELLECTUAL PROPERTY . A. “Intellectual Property Rights” means any and all (i) copyrights and other rights associated with works of authorship throughout the universe, including neighboring rights, moral rights, and mask works, (ii) trade secrets and other confidential information, (iii) patents, patent disclosures and all rights in inventions (whether patentable or not), (iv) trademarks, service marks, trade names, internet domain names, and registrations and applications for the registration thereof together with all of the goodwill associated therewith, (v) all other intellectual and industrial property rights of every kind and nature throughout the world and however designated, whether arising by operation of law, contract, license, or otherwise, and (vi) all registrations, applications, renewals, extensions, continuations, divisions, or reissues of any of the foregoing now or hereafter in effect.

B. Contractor expressly acknowledges and agrees that all Work (as defined in the Statement of Work) and all deliverables, whether of a technical nature or not, and the Intellectual Property Rights therein, made, created, invented, or developed by Contractor alone or in conjunction with any other person or entity while performing the services in the Project (the “Intellectual Property”), shall be and hereby is the sole and exclusive property of USC and USC may use and reuse the Intellectual Property, in whole or in part, in all media, whether now or later existing, throughout the universe, in perpetuity, including but not limited to the exclusive right to reproduce, perform and exploit the Intellectual Property, and all information regarding the Intellectual Property, concurrent with the invention, creation, discovery, or development of the Intellectual Property. Accordingly:

(1) If Contractor is an individual, Contractor hereby irrevocably transfers, conveys, and assigns exclusively to USC all rights, title, interest, and goodwill in and to the Intellectual Property for any and all purposes of USC throughout the universe in perpetuity. At all times during its term and after the termination of the Agreement, Contractor shall assist USC in obtaining and maintaining, for USC’s benefit, copyrights, trademarks, service marks, patents, and other relevant legal protections in such Intellectual Property, including the execution, at USC’s request, of an assignment of all rights in the Intellectual


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Property, and Contractor shall execute and cause its subcontractors to execute such further instruments as USC may reasonably require as evidence of its ownership of such rights. Contractor agrees that Contractor will not use or disclose any Intellectual Property owned by USC without the express written permission of USC; or

(2) If Contractor is a company and if the Intellectual Property or any part thereof constitutes “works of authorship,” Contractor agrees that such works were specially ordered or commissioned by USC within the scope of the U.S. Copyright Law, and that this Intellectual Property shall be deemed “works for hire” pursuant to 17 U.S.C § 101(2), and USC shall be considered the sole author and owner of all rights comprised in the copyright thereof throughout the universe and shall have the exclusive right to seek copyright protection in USC’s name. In the event that any Intellectual Property does not constitute “works for hire,” or if Contractor is deemed to be a statutory employee, Contractor hereby irrevocably transfers, conveys, and assigns exclusively to USC all rights, title, interest, and goodwill in and to the Intellectual Property for any and all purposes of USC throughout the universe. At all times during its term and after the termination of the Agreement, Contractor shall assist USC in obtaining and maintaining, for USC’s benefit, copyrights, trademarks, service marks, patents, and other relevant legal protections in such Intellectual Property, including the execution, at USC’s request, of an assignment of all rights in the Intellectual Property in such form as is provided by USC. Contractor shall execute and cause its Contractor Staff or subcontractors to execute such further instruments as USC may reasonably require as evidence of its ownership of such rights. Contractor agrees that Contractor will not use or disclose any Intellectual Property owned by USC without the express written permission of USC.

(3) If Contractor is a photographer or videographer, Contractor authorizes USC to use Contractor’s name, picture, portrait and photograph, in connection with the Work or any rights granted to USC under this Agreement. USC shall give appropriate “photo credit” to Contractor when applicable. Contractor shall not use the logos trademarks, service marks, trade names, or symbols of USC or its affiliates in any advertising or promotional material or otherwise without the prior written express permission of USC. Notwithstanding the foregoing, USC grants Contractor permission to use USC’s name on Contractor’s list of clients. Contractor may use final or approved photographs and/or videos for non-commercial, promotional, and non-publication purposes (including Contractor’s website, promotional cards and portfolios) solely to promote Contractor’s work to persons other than the general public. Use by Contractor of any photographs or videos in gallery exhibits is subject to USC’s prior written approval in each instance.

(4) Contractor shall disclose to USC any materials delivered to USC, including any deliverables incorporated into the Work, that were created, invented, developed or are owned by a third party, and Contractor shall provide USC the written consent of such third party necessary to meet Contractor’s obligations under this Section. If Contractor is delivering as part of the Work computer software or audio or video elements, Contractor shall disclose to USC any computer software or other elements, e.g., audio or video, delivered to USC that is open source (i.e. provided by the authors under a type of license that allows the source code, blueprint, design, etc. to be used, modified and or shared under defined terms and conditions), will confirm that Contractor has complied with such open source license in its use and delivery to USC, and will provide a copy of the applicable open source license to USC. If any open source license requires the delivery of source code, Contractor will provide a copy of the source code to USC as part of the deliverables.

C. This Intellectual Property Section will survive the termination or expiration of this Agreement.

16. INDEMNIFICATION . Contractor shall indemnify, defend, and hold harmless USC, its trustees, officers, agents, representative and employees (collectively, “USC Indemnitees”), from and against any and all liabilities, losses, damages, claims or causes of action, and any related expenses including reasonable attorneys’ fees that are caused, directly or indirectly, by or as a result of the performance by Contractor or Contractor Staff of this Agreement or the breach of any representation, warranty or covenant therein, provided that nothing herein shall be construed to require Supplier to indemnify USC Indemnitees from or against the intentionally wrongful or fraudulent acts of USC or its employees. Contractor is not an employee and will indemnify and hold harmless USC Indemnitees for any injuries or claims suffered by Contractor or Contractor Staff that would otherwise be subject to the WCC. USC reserves the right to withhold from the payment due and owing to the Supplier any damages that are


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caused, directly or indirectly, by or as a result of the performance by Contractor or his/her employees or agents of this Agreement or the breach of any representation, warranty or covenant therein. This Section shall survive the termination or expiration of this Agreement.

17. INDEMNIFICATION FOR INFRINGEMENT OF PROPRIETARY RIGHTS. If any action or proceeding brought against USC is based on a claim of patent, copyright, trademark, trade secret or other proprietary right infringement arising out of USC’s purchase or use of the materials or services provided by Contractor and, if upon USC’s notice to Contractor in writing of any such action or proceeding, Contractor shall, at its own expense, do the following to assure continuation of USC’s use of the material:

A. Defend such action or proceeding and indemnify and hold harmless USC, its officers, agents, employees, and assigns, from and against any and all liability, and pay all damages and costs, losses, claims, demands, attorney’s fees and expenses arising out of such action or proceeding.

B. Procure for USC the right to continue to use the materials or services, or any part thereof, affected by such action or proceeding; or replace or modify, as approved by USC, the materials or services, or any portion thereof, such that the infringement is removed. The warranty provisions set forth in this Agreement shall apply to such replaced or modified materials and services.

18. ASSUMPTION OF RISK AND RELEASE. If Contractor’s provision of goods or services hereunder requires Contractor to come upon the USC campus or properties owned or managed by USC, Contractor agrees to do so at its own risk and hereby releases the USC Indemnitees (as defined in Section 16), from all claims for any damage or injury arising therefrom. Contractor further releases the USC Indemnitees from all claims for any damage or injury associated with the COVID-19 pandemic pursuant to the COVID-19 Release of Liability Addendum set forth in Exhibit C.

19. NOTICES. Any notice under this Agreement must be in writing and shall be effective upon delivery by hand or via email, or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered, and addressed to USC or to Contractor at the corresponding addresses indicated above. Contractor is obligated to notify USC in writing of any change in Contractor’s address including updating the USC Supplier Portal, if applicable. Notice of change of address shall be effective only when done in accordance with this Section.

20. MARKETING. Neither Party shall use the other Party’s name, trademarks, service marks, logos, or likeness of the other Party, currently existing or later established, in connection with this Agreement, or any marketing effort, publication, or media event without the prior written consent of the other Party in each instance. This Section shall survive any termination or expiration of this Agreement.

21. ATHLETES AND AGENTS . USC is committed to preventing any actions that threaten the NCAA eligibility of its student-athletes or the ability of USC to remain in compliance with NCAA rules, and is committed to protecting student-athletes from any contact, communication, or conduct with individuals who seek to inappropriately contact or represent student-athletes before their eligibility is exhausted or voluntarily terminated. Accordingly, Contractor acknowledges and agrees to the following:

A. It is a violation of USC policy for any Contractor to take any actions that threaten the NCAA eligibility of a student-athlete or the ability of USC to remain in compliance with NCAA rules. Contractor must immediately disclose the facts about such actions in writing to USC’s Vice President for Athletic Compliance.

B. Any Contractor who holds itself out as directly or indirectly representing student-athletes for the purpose of marketing their athletic ability or reputation, or who has certification, licensing or registration as a sports or athlete agent, and any person working for or at the direction of any such individuals (“Agents”) must immediately provide notification of such facts in writing to the USC Vice President for Athletic Compliance, as follows:

1. At the time of entering into a contract, vendor agreement or other arrangement to do business with USC, and at the time of entry onto the property of USC, or any athletic facilities and venues where USC teams play or practice to interact with its student-athletes.


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2. If the certification, license or registration is received after commencement of the Contractor’s contract, vendor agreement, or arrangement to do business with USC, notification must be provided within 24 hours of certification, licensure or registration by the state, professional sports organization or other entity.

3. If a Contractor is involved in forming a business or company for the purpose of marketing an athlete’s athletic skill or reputation after the commencement of the Contractor’s contract, vendor agreement, or arrangement to do business with USC, the Contractor must provide notification within 24 hours of formation or filing paperwork with the state (or other governmental body) concerning such business entity.

C. All Agents must sign a document provided by the USC Vice President for Athletic Compliance attesting to the individual’s understanding and agreement to comply with all of USC’s rules regarding conduct for sports and athlete agents (including adherence to all applicable NCAA rules regarding agents).

D. All Agents must comply with rules pertaining to agents as published by the NCAA. These rules, which are strictly adhered to by USC, include but are not limited to, prohibiting Agents from:

1. Providing student-athletes who have remaining eligibility with any type of benefit, including food, cash, services, merchandise, transportation, housing accommodations, or other benefits not available to the student body in general; and

2. Entering into any type of verbal or written agreement to represent or to facilitate the future representation of a student-athlete who has remaining eligibility with regard to the student-athlete’s athletic ability or reputation.

USC shall have the right to immediately terminate any agreement with a Contractor, or to revoke admission to any USC property or event to any Contractor, who fails to meet the requirements set forth within this Section.

22. CONFLICT OF INTEREST . USC does not enter into procurement agreements with business entities in which a USC employee or that employee’s Close Relation has a personal relationship or financial interest unless there has been disclosure, review, and approval of the proposed procurement under USC’s Conflict of Interest in Professional and Business Practices policy prior to finalization of the procurement agreement. Under this policy, Close Relation means spouses, domestic partners, intimate relations, parents, children, siblings and each of their respective spouses or domestic partners. Covered financial interests includes (i) compensation for services performed; (ii) equity interests (i.e. stocks, options, warrants), with the exception of equity interests managed by a third party such as a mutual fund; or (iii) management role (director, officer, supervisors, or any other position that has significant decision-making authority).

Supplier represents to the best of Supplier’s knowledge:

A USC employee and/or Close Relation has a personal relationship or financial interest in supplier:

If you answered yes, the USC employee must submit a conflict of interest disclosure in USC’s on-line disclosure system, “diSClose”, located at https://disclose.usc.edu. This procurement will not be finalized until the disclosure has been made, reviewed, and approved by the University.

If you answered no, please proceed to the certification below.

Supplier certifies that no USC employee or any Close Relation of a USC employee has a personal, managerial, or substantial Financial Interest in Supplier. In the event of a change in status relating to potential or actual conflicts of interest as described above, Supplier will notify


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Yes No

https://disclose.usc.edu/

USC immediately. Supplier agrees that in the event it does not make appropriate and timely disclosure of potential or actual conflicts of interest, USC has the right to terminate this procurement agreement in the manner described in Section 13 of this Agreement.

23. STARK II COMPLIANCE. To ensure that Contractor complies with federal laws that disallow specific types of financial arrangements to exist between physicians and privately-owned entities that provide certain healthcare services, USC requires that all non-publicly traded corporations (e.g., all private companies, individuals) answer the following questions. For purposes of answering these questions, the following definitions apply:

"Immediate family member" means the following individuals: husband or wife; birth or adoptive parent, child, or sibling; stepparent, stepchild, stepbrother, or stepsister; father-in-law, mother-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law; grandparent or grandchild; and spouse of a grandparent or grandchild.

"Physician" means a doctor of medicine or osteopathy, a doctor of dental surgery or dental medicine, a doctor of podiatric medicine, a doctor of optometry or a chiropractor.

Contractor shall answer each of the following questions and confirm by initialing the answer:

1. Is Contractor’s business owned in whole or part by a physician (or an immediate family member of a physician) who may refer patients or treat patients at USC?

YES

NO

Initials

2. Is Contractor’s business owned in whole or part by any individual (other than a physician or an immediate family member of a physician) who may refer patients to USC?

YES

NO

Initials

3. Does Contractor employ or contract with a physician (or an immediate family member of a physician) who may refer patients or treat patients at USC?

YES

NO

Initials

4. If Contractor is contracting with USC as an individual or if an individual is the single owner of the Contractor’s firm, is the individual a physician or an immediate family member of a physician who may refer patients or treat patients at USC?

YES

NO

Initials

If Contractor answered "Yes" to any of the above questions, Contractor shall provide the following information:

1. Name of physician

2. Name of individual who refers patients to USC

3. Name of the immediate family member(s) of the physician or other person (if applicable)

24. HIPAA COMPLIANCE: BUSINESS ASSOCIATE PRIVACY AND SECURITY ADDENDUM. For Contractors that may have access to patient records, or may use, release, or disclose patient protected health information, or may interact with patients, USC must have on file a signed Business Associate Privacy and Security Addendum (the “BAA”) to be in compliance with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).


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In the event that a Contractor that is not required to execute a BAA comes in contact with USC’s patient protected health information, Contractor agrees to notify USC within five (5) business days of becoming aware of any access to, use, or disclosure in violation of this Agreement. Contractors who execute a BAA are required to follow the disclosure reporting guidelines as outlined in the BAA.

25. INTELLICENTRICS. All Contractors entering any Keck Medicine of USC location are required to register with IntelliCentrics (formally known as “Reptrax.”) https://www.intellicentrics.com/supplier-credentialing/ IntelliCentrics is a web-based software service that assists in the credentialing and monitoring of sales/service representatives. All Contractors must sign in at one of the IntelliCentrics stations, if available, or if no station is available at the location, Contractor must check in with the front desk. Identification badges must be worn at all times. Please refer to the USC Guidelines for Industry Representatives for further information: https://policy.usc.edu/industry-relationships/

26. AFFIRMATIVE ACTION. During the performance of this Agreement, Contractor agrees to adhere to the principals set forth in Executive Orders 11246 and 11375. Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin.

27. COMPLIANCE WITH ALL LAWS AND REGULATIONS; PERMITS. A. The goods and/or services provided pursuant to this Agreement shall comply with all

applicable standards set forth by law or ordinance or established by the rules and regulations of any federal, state or local agency, department, commission, association or other pertinent governing, accrediting, or advisory body in effect at the time of delivery. In addition, the goods and/or services provided pursuant to this Agreement shall have been provided in compliance with the Fair Labor Standards Act, as amended, and regulations and Orders of the U.S. Department of Labor issued thereunder (collectively, the “Act”). By accepting this Agreement, Contractor agrees that it complies with the Act.

B. In performing any services at USC’s facility, Contractor shall comply with all applicable laws, ordinances, rules and regulations including federal, state and municipal authorities and departments, including but not limited to the Occupational Safety and Health Act (“OSHA”) and any laws, ordinances, rules and regulations concerning the provision or serving of food and beverages, including alcohol (if applicable), and shall secure and obtain any and all permits, licenses and consents as may be necessary in connection therewith. Contractor shall furnish to USC copies of said licenses and permits prior to the commencement of the services. Additionally, if Contractor performs any services at USC’s facility during USC’s business hours of operation, Contractor shall not interfere with USC’s business operations.

C. During its provision of services, Contractor shall comply with all of USC’s safety procedures. Contractor shall at all times keep USC’s premises free from accumulations of waste material or rubbish. Upon completion of the services, Contractor shall leave the site in a condition satisfactory to USC.

D. Contractor shall be responsible for all damages to persons or property that occur during its performance of this Agreement or arising out of its acts or omissions. Contractor shall take proper safety precautions to protect the work, employees of the Contractor and USC, the public, and the property of others.

E. In connection with the performance of Contractor’s obligations under this Agreement, Contractor and any person acting on Contractor’s behalf shall comply with all applicable anti-corruption laws and regulations, including but not limited to the U.S. Foreign Corrupt Practices Act (the “FCPA”) and the U.K. Bribery Act (the “UKBA”). In particular, Contractor and any person acting on Contractor’s behalf shall not (a) directly or indirectly, give, offer or promise to give, authorize another party to give, offer or promise to give, any money or other thing of value to any person in order to induce such person to take an improper action or (b) use any payments received from USC for any purpose that could constitute a violation of any applicable anti-corruption law or regulation.


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F. In the event that Contractor utilizes employees to perform work pursuant to this Agreement, Contractor shall utilize only W-2 employees, and not independent contractors, to perform such work. In addition, Contractor shall comply with all applicable State, Federal and local labor and employment laws, including but not limited to minimum wage, overtime, meal and rest breaks, wage statements, anti-discrimination laws, and workplace safety laws. Contractor shall provide workers’ compensation insurance for all of its employees. Contractor acknowledges that it is solely responsible for directing and controlling its workforce, and for properly scheduling work time, including meal and rest breaks.

28. CONTRACTOR REPRESENTATIONS, WARRANTIES, AND COVENANTS. Contractor represents, warrants, and covenants to USC as follows:

A. Neither Contractor, nor any Contractor Staff is bound by any agreement or arrangement which would preclude Contractor or any Contractor Staff from entering into, or from fully performing the services required under, this Agreement;

B. Neither Contractor’s nor any Contractor Staff’s license or certification in the state of California or in any other jurisdiction has ever been denied, suspended, revoked, terminated, or relinquished under threat of disciplinary action, or restricted in any way;

C. Neither Contractor nor any Contractor Staff has never been convicted of a criminal offense related to health care or listed by a federal agency as debarred, excluded or otherwise ineligible for federal program participation;

D. Any articles delivered hereunder shall be free from defects in labor, material and manufacture, and to be in compliance with any drawings or specifications incorporated or referenced herein and with any samples furnished by Contractor;

E. The products and services provided to USC shall not run any process, audit, or the like, that collects, retrieves, extracts or otherwise provides access to USC’s data, system information, or the like, by Contractor, without USC’s prior written consent. Contractor further represents and warrants that the products and services provided to USC shall contain no computer instructions, circuitry or other technological means whose purpose or effect is to disrupt, damage, extract information from or interfere with USC’s computers, communications facilities or equipment and their use (“Harmful Code”), and Contractor will prevent the introduction of such Harmful Code to its products and services prior to delivery to USC. “Harmful Code” shall include, without limitation, any code containing viruses, Trojan horses, worms or like destructive code or code that self-replicates; and

F. With respect to the Work and Contractor’s use of the Work in performing services and making deliverables to USC under the Statement of Work, that: (i) the Work shall be original, created solely by Contractor or exclusively owned by Contractor; (ii) the Work shall not infringe on any copyright, trademark, right of publicity, right of privacy or other proprietary right of any other person or party; (iii) the Work shall not contain any libelous or otherwise tortious, pornographic, obscene, or unlawful matter; (iv) Contractor has obtained, or will have obtained, any and all necessary approvals or consents to use or incorporate into the Work, any element of the Work that was invented, created, or developed by a third-party, the name, face, likeness, caricature, or voice of any person (whether living or not), character or any other personality (whether fictional or not); and (v) if an individual, Contractor is an independent contractor, during the term earns at least one-third of his or her income from sources other than from USC, and is not the agent, employee or servant of USC.

G. To the extent the Contractor performs work in California, the applicable section (set forth in Exhibit B, incorporated herein by this reference, is true and accurate.

These representations and warranties will survive the termination or expiration of this Agreement. All warranties shall run to USC, its successors, transferees, or subcontractors.


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29. REQUIRED DISCLOSURES. Contractor shall notify USC in writing within three (3) days after any of the following events occur:

A. Contractor’s or any Contractor Staff’s professional license or certification in the State of California or any other jurisdiction lapses or is denied, suspended, revoked, terminated, relinquished, or made subject to terms of probation or other restriction;

B. An event occurs that substantially interrupts all or a portion of Contractor’s or any Contractor Staff’s ability to perform Contractor’s or any Contractor Staff’s obligations hereunder; or

C. Contractor’s or any Contractor Staff’s conviction of a criminal offense related to health care or Contractor’s or any Contractor Staff’s listing by a federal agency as being debarred, excluded, or otherwise ineligible for federal program participation.

30. AMENDMENTS; SEVERABILITY. No change, modification, addition, or amendment of this Agreement shall be valid unless set forth in writing and signed and dated by both Parties subsequent to the execution of this Agreement. If a court or arbitrator holds any provision of this Agreement to be invalid, unenforceable, or void, the remainder of this Agreement shall remain in full force and effect.

31. WAIVER. The failure of USC to enforce at any time any of the provisions of this Agreement, or to exercise any option herein provided, or to require at any time performance by the Contractor of any of the provisions hereof, shall in no way be construed to be a waiver of such provisions, nor in any way to affect the validity of this Agreement or any part thereof, or the right of USC thereafter to enforce each and every such provision.

32. ASSIGNMENT . This Agreement is assignable by USC but is not assignable by Contractor without prior written approval from USC. In case such consent is given, it shall not relieve Contractor of any of the obligations of this Agreement and any transferee, assignee, or subcontractor shall be considered the agent of Contractor and, as between the Parties hereto, Contractor shall be and remain liable as if no such transfer or assignment had been made.

33. ATTORNEYS’ FEES . In any legal action, arbitration, or other proceeding brought to enforce or interpret the terms of this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys’ fees and costs, unless otherwise not permitted by law.

34. DISPUTE RESOLUTION; APPLICABLE LAW . (a) For purposes of determining Contractor’s status as either an independent contractor or an employee, the laws of the state where Contractor actually performs work for USC shall be applied. In the event that it is concluded that Contractor actually is an employee, then the laws of the state where Contractor actually performs work for USC shall be applied to all claims relating to employment, including, but not limited to, claims related to employment discrimination, unemployment, workers’ compensation, and wage and hour law claims. (b) For all other claims, the laws of the State of California shall govern this Agreement, in all of its aspects, including execution, performance, interpretation, and enforcement.

All disputes arising under or in connection with this Agreement shall be submitted to JAMS or successor organization for binding arbitration by a single arbitrator under the then applicable JAMS rules (which can be found at the following web address: http://www.jamsadr.com) and will be resolved in final and binding arbitration pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16. The arbitrator shall be appointed by agreement of the Parties hereto or, if no agreement can be reached, by JAMS pursuant to its rules. The arbitration hearing will be commenced within one hundred eighty (180) days of the filing of this application with JAMS by any Party hereto, and a decision shall be rendered by the arbitrator within thirty (30) days of the conclusion of the hearing, unless otherwise agreed upon by the Parties. USC shall pay all JAMS’ arbitration fees in excess of the amount of court fees that would be required of Contractor if the dispute were decided in a court of law where the dispute involves the Contractor’s classification as an independent contractor and similarly derivative claims. The arbitrator shall have complete authority to render any and all relief, legal and equitable, appropriate under this Agreement. The arbitrator shall award costs of the proceeding, including reasonable attorney’s fees, to the Party determined to have substantially prevailed, unless otherwise prohibited by law. By agreeing to this arbitration procedure, both Contractor and USC waive the right to a trial by jury or judge or (to the extent permitted by law) administrative proceeding, for any covered claim or dispute. Contractor also waives a right to


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bring on behalf of persons other than Contractor, or to otherwise participate with other persons in, in any class or collective action.

35. FORCE MAJEURE . The performance required by either party under this Agreement shall be excused in the event and to the extent that extraordinary occurrences beyond the reasonable control of the party seeking to be excused renders such performance impossible, impracticable or illegal.

A party invoking this clause shall be presumed to have established the conditions described in the preceding paragraph in the case of the occurrence of one or more of the following: war (whether declared or not), armed conflict or the serious threat of the same (including but not limited to hostile attack, blockade, military embargo), hostilities, invasion, act of a foreign enemy, extensive military mobilization; civil war, riot, rebellion, revolution, military or usurped power, insurrection, civil commotion or disorder, mob violence, act of civil disobedience; act of terrorism, sabotage or piracy; plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other restrictions; act of authority whether lawful or unlawful, compliance with any law or governmental order, rule, regulation or direction, curfew restriction, expropriation, compulsory acquisition, seizure of works, requisition, nationalization; act of God or natural disaster such as but not limited to violent storm, cyclone, typhoon, hurricane, tornado, blizzard, earthquake, volcanic activity, landslide, tidal wave, tsunami, flood, damage or destruction by lightning, drought; explosion, fire, destruction of machines, equipment, factories and of any kind of installation, prolonged break-down of transport, telecommunication or electric current; general labor disturbance such as but not limited to boycott, strike and lock-out, go-slow, occupation of factories and premises; and shortage or inability to obtain critical material or supplies to the extent not subject to the reasonable control of the subject party (“Force Majeure Event”).

This provision shall become effective only if the party invoking this clause notifies the other party within a reasonable time of the extent and nature of the Force Majeure Event, limits delay in performance to that required by the Force Majeure event and takes all reasonable steps to minimize damages and resume performance.

36. ADDITIONAL REQUIREMENTS. Contractor will comply with all applicable requirements that may be communicated by USC. USC may require that Contractor receive education and/or training related to USC policies, including training pertaining to sexual harassment. However, failure to receive any specific training shall not excuse adherence to USC policies on sexual harassment by Contractor. If Contractor is performing work pursuant to a sponsored project, all documents and records of Contractor pertaining to the Project shall be available for review and inspection by USC, the sponsors of the Project, and relevant government agencies. While on USC’s premises in connection with the performance of this Agreement, Contractor shall comply with USC’s policies and procedures. Contractor shall not damage the premises or any equipment or supplies provided by USC. Contractor shall not incur any financial obligation on behalf of USC without the prior written approval of USC.

37. INTEGRATION . This Agreement fully supersedes any and all prior agreements or understandings between the Parties hereto or any of their respective affiliates with respect to the subject matter hereof and/or Project. The Parties acknowledge that they are not relying on any statement that is not set forth in this Agreement. This Agreement’s terms and conditions shall prevail should any contradiction arise between this Agreement and any content attached by the Contractor.

38. CONTRACTOR ACKNOWLEDGMENT. Contractor acknowledges that Contractor has read and understands this Agreement and has entered into it freely and voluntarily based on the Contractor’s own judgment and not on any representations or promises other than those contained in this Agreement.

.


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Contractor Initials

Agreement Signatures

This Agreement is considered executed when signed by all representatives.

University of Southern California Department Representative, or Principal Investigator for Sponsored Project Account

Independent Contractor

Signature: Signature:

Name: Name:

Title: Title:

Date: Date:

University of Southern CaliforniaBusiness Services

Signature:

Name:

Title:

Date:

[EXHIBIT A TO FOLLOW]


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EXHIBIT ASTATEMENT OF WORK

PROJECT DESCRIPTION

1. Project Overview and Background; Deliverables

a. Project Overview and Background:

b. Deliverables, in addition to any set out in subpart a above:

c. Please indicate where services will be performed and provide the percentage of work performed at each location:

Where will services be performed:

Within California (%): Outside California (%): Outside United States (%):

*For tax purposes, please note that when services are performed both within and outside California, if the percentage of work performed at each location changes from what is written above, the Contractor must include the new percentages on the applicable invoice.

2. “Work” means all activities performed or otherwise undertaken by Contractor in connection with the Project Overview described in subpart 1.a. above, including such deliverables as are set forth in the Project Overview above including, without limitation, all materials, audiovisual works, photographs, video, sketches, designs, art, drawings, text, logos, catch-phrases, pictorial, graphic, and sculptural works, literary works, architectural works, images, sounds, scripts or other literary materials, music, lyrics, phonorecords, trademarks, service marks, computer programs, source code, object code, algorithms, schematics, compilations, inventions, discoveries, improvements, models, diagrams, mask works, processes, trade secrets, internet domain names, and any other materials ancillary to any of the deliverables above.

TERM

Start Date:

End Date:


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EXHIBIT ASTATEMENT OF WORK

(CONTINUED)

PAYMENT

Unit of Pay $ Per H/D/W/M #of H/D/W/M Est. Payment ($x#) Hourly Daily Weekly Monthly

OR

Fixed Amount Per Project:

Estimated Number of Hours Spent on Fixed Amount Project:

OR

Other:

TRAVEL EXPENSES (IF APPLICABLE)

TOTAL PAYMENT + TRAVEL EXPENSES = TOTAL COST

ADDITIONAL PROJECT DETAILS


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EXHIBIT B

NOTE: Depending on the nature of the services being provided, one, and only one, of the following sections also applies to the contract:

I. ADDITIONAL OBLIGATIONS OF THE PARTIES WHERE THE CONTRACTOR IS A

PHYSICIAN, DENTIST, PSYCHOLOGIST, VETERINARIAN, LAWYER, ARCHITECT, ENGINEER, LANDSCAPE ARCHITECT, PRIVATE INVESTIGATOR OR ACCOUNTANT

In addition to the obligations identified in the Independent Contractor Agreement, the Parties agree as follows:

1. Contractor is a physician, dentist, psychologist or veterinarian licensed by the State of California, OR, Contractor holds an active license from the State of California, and is practicing as a lawyer, architect, engineer, landscape architect, private investigator or accountant.

2. Contractor has the right to control the manner and means of accomplishing the result desired.

3. Contractor shall customarily and regularly exercise discretion and independent judgment in the performance of all services to USC under the Agreement.

II. ADDITIONAL OBLIGATIONS OF THE PARTIES WHERE THE CONTRACTOR IS A

MARKETING PROFESSIONAL, ADMINISTRATOR OF HUMAN RESOURCES, GRAPHIC DESIGNER, GRANT WRITER, FINE ARTIST, MASTER CLASS INSTRUCTOR, ESTHETICIAN, ELECTROLOGIST, MANICURIST, BARBER OR COSMETOLOGIST


1. Contractor is a Marketing Professional, Administrator of Human Resources, Graphic Designer, Grant Writer, Fine Artist, Esthetician, Electrologist, Manicurist, Barber or Cosmetologist.

2. Contractor maintains a business location, which may include the Contractor’s residence, that is separate from USC. Contractor may, however, choose to perform services at USC.

3. If the work is performed in a jurisdiction that requires the individual to have a business license or business tax registration. Contractor has a business license, or business tax registration in addition to any required professional licenses or permits for Contractor to practice in their profession.

4. Contractor has the ability to set or negotiate their own rates for the services performed.

5. Outside of project completion dates and reasonable business hours, Contractor has the ability to set the Contractor’s own hours.

6. Contractor is customarily engaged in the same type of work performed pursuant to this Agreement with another hiring entity or Contractor holds themselves out to other potential customers as available to perform the same type of work.

7. Contractor customarily and regularly exercises discretion and independent judgment in the performance of the services.


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9. If Contractor is a Fine Artist, Contractor creates works of art to be appreciated primarily or solely for their imaginative, aesthetic, or intellectual content, including drawings, paintings, sculptures, mosaics, works of calligraphy, works of graphic art, crafts, or mixed media.

10. If Contractor is a Master Class Instructor, Contractor is a specialized performer retained by USC to teach a master class for no more than one week. “Master Class” means a specialized course for limited duration that is not regularly offered by USC and is taught by an expert in a recognized field of artistic endeavor who does not work for USC to teach on a regular basis.

III. ADDITIONAL OBLIGATIONS OF THE PARTIES WHERE THE CONTRACTOR IS A STILL PHOTOGRAPHER, PHOTOJOURNALIST, VIDEOGRAPHER, PHOTO EDITOR, FREELANCE WRITER, TRANSLATOR, EDITOR, COPY EDITOR, ILLUSTRATOR, NEWSPAPER CARTOONIST OR CONTENT CONTRIBUTOR, ADVISOR, PRODUCER, NARRATOR, OR CARTOGRAPHER FOR A JOURNAL, BOOK, PERIODICAL OR OTHER PUBLICATION


1. Contractor is a Photo Editor Freelance Writer, Translator, Editor, Copy Editor, Illustrator Newspaper Cartoonist; or is a Content Contributor, Advisor, Producer, Narrator, or Cartographer for a journal, book, periodical or other publication.

2. Contractor maintains a business location, which may include the Contractor’s residence, that is separate from USC. Contractor may, however, choose to perform services at USC so long as the Contractor does not primarily perform the work at USC.

3. No later than July 1, 2021, if the work is performed in a jurisdiction that requires the individual to have a business license or business tax registration, Contractor has a business license or business tax registration, in addition to any required professional licenses or permits for Contractor to practice in their profession.






9. Contractor is not replacing an employee who performed the same work at the same volume for USC.

10. Contractor is not restricted from working for other hiring entities.

11. Contractor is not working on motion pictures, which includes, but is not limited to, theatrical or commercial productions, broadcast news, television, or music videos.


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IV. ADDITIONAL OBLIGATIONS OF THE PARTIES WHERE USC IS ACTING AS A DIGITAL CONTENT AGGREGATOR In addition to the obligations identified in the Independent Contractor Agreement, the Parties agree as follows:

1. Contractor is a Still Photographer, Photojournalist, Videographer or Photo Editor.

2. USC is acting as a licensing intermediary that obtains a license or assignment of copyright from Contractor for the purposes of distributing that copyright by way of sublicense or assignment, to USC’s third-party end users.

3. Contractor maintains a business location, which may include the Contractor’s residence, that is separate from USC. Contractor may, however, choose to perform services at USC so long as the Contractor does not primarily perform work at USC’s business location.

4. No later than July 1, 2021, if the work is performed in a jurisdiction that requires the individual to have a business license or business tax registration, Contractor has a business license or business tax registration, in addition to any required professional licenses or permits for Contractor to practice in their profession.






10. Contractor is not replacing an employee who performed the same work at the same volume for USC.

11. Contractor is not restricted from working for other hiring entities.

12. Contractor is not working on motion pictures, which includes, but is not limited to, theatrical or commercial productions, broadcast news, television, or music videos.

V. ADDITIONAL OBLIGATIONS OF THE PARTIES WHERE THE CONTRACT IS FOR A SINGLE ENGAGEMENT EVENT BY A MUSICIAN AND/OR MUSICAL GROUPIn addition to the obligations identified in the Independent Contractor Agreement, the Parties agree as follows:

1. The contract is for a stand-alone musical performance in a single venue location, or a series of performances in the same venue location no more than once a week. The contract may also cover rehearsals related to the single-engagement live performance event.

2. The contract is not for performances that are part of a tour or series of live performances at various locations.


18 Rev. 02/22/2021

3. The musical group is not performing as a symphony orchestra and is not performing in a musical theater production.

4. The musical group is not an event headliner for a performance taking place in a venue location with more than 1,500 attendees.

VI. ADDITIONAL OBLIGATIONS OF THE PARTIES WHERE THE CONTRACT IS FOR A SINGLE ENGAGEMENT EVENT OTHER THAN BY MUSICIANS AND MUSICAL GROUPS


1. The contract is for a stand-alone non-recurring event in a single location, or a series of events in the same location no more than once per week.

2. Contractor is a sole proprietor or partnership, LLC, LLP or corporation.

3. Neither Contractor nor USC is subject to control and direction by the other party.

4. Contractor maintains its own business location, which may include Contractor’s personal residence.

5. Contractor provides its own tools, vehicles, and equipment to perform the services under the contract.

6. If the work is performed in a jurisdiction that requires Contractor to have a business license or business tax registration, then Contractor has the required business license or business tax registration.

7. Contractor is customarily engaged in the same or similar type of work performed under the contract or Contractor separately holds itself out to other potential customers as available to perform the same type of work.

8. Contractor can contract with other businesses to provide the same or similar services and Contractor can maintain its own clientele without restrictions from USC.

VII. ADDITIONAL OBLIGATIONS OF THE PARTIES WHERE THE CONTRACTOR IS A RECORDING ARTIST, SONGWRITER, LYRICIST, COMPOSER, MUSIC PROOFER, MANAGERS OF RECORDING ARTISTS, RECORD PRODUCER, RECORD DIRECTOR, MUSICAL ENGINEER OR MUSICAL MIXER ENGAGED IN THE CREATION OF SOUND RECORDINGS, PHOTOGRAPHER WORKING ON RECORDING PHOTO SHOOTS, ALBUM COVERS, AND OTHER PRESS AND PUBLICITY PURPOSES, INDEPENDENT RADIO PROMOTER, ANY OTHER INDIVIDUAL ENGAGED TO RENDER ANY CREATIVE, PRODUCTION, MARKETING, OR INDEPENDENT MUSIC PUBLICIST SERVICES RELATED PRIMARILY TO THE CREATION, MARKETING, PROMOTION, OR DISTRIBUTION OF SOUND RECORDINGS OR MUSICAL COMPOSITIONS.In addition to the obligations identified in the Independent Contractor Agreement, the Parties agree as follows:

1. The Contract is for creating, marketing, promoting or distributing sound recordings or musical compositions.

2. If Contractor is a musician or vocalist who is not a royalty-based participant in the work created, contractor shall be paid at least the applicable state or local minimum wage for hours worked during the engagement.


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3. The contract is not for film and television unit production crews, as that term is commonly used in the film and television industries, working on live or recorded performances for audiovisual works, including still photographers and cinematographers.

4. The Contract is not for a publicist who is not an independent music publicist.

VIII. ADDITIONAL OBLIGATIONS OF THE PARTIES WHERE THE CONTRACTOR IS AN INDIVIDUAL PERFORMANCE ARTIST


1. Contractor is an “individual performance artist,” which includes, but is not limited to, an individual performing comedy, improvisation, stage magic, illusion, mime, spoken word, storytelling, or puppetry.

2. Contractor is performing material that is their original work and creative in character and the result of which depends primarily on Contractor’s invention, imagination, or talent.

3. Contractor is free from the control and direction of USC in connection with the performance of the work.

4. Contractor has the right to exercise artistic control over all elements of the performance.

5. Contractor retains the rights to Contractor’s intellectual property that was created in connection with the performance. This section supersedes Section 15 in the Independent Contractor Agreement.

6. Consistent with the nature of the work, Contractor sets their terms of work and has the ability to set or negotiate their rates.

7. Contractor is free to accept or reject each individual performance engagement without being penalized in any form by USC.

8. The contract is not for an individual participating in a theatrical production, or a musician or a musical group.

IX. ADDITIONAL OBLIGATIONS OF THE PARTIES WHERE THE CONTRACTOR IS AN INDIVIDUAL PROVIDING FEEDBACK TO USC WHICH USC IS AGGREGATING WITH OTHER FEEDBACK


1. USC is requesting and gathering feedback on user interface, products, services, people, concepts, ideas, offerings, or experiences from individuals willing to provide it.

2. Contractor is free from control and direction from USC with respect to the substance and content of the feedback provided.

3. Any consideration paid for the feedback provided, if prorated to an hourly basis, is an amount equivalent to or greater than the applicable state or local minimum wage.

4. The nature of the feedback requested requires the Contractor to exercise independent judgment and discretion.


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5. Contractor has the ability to reject feedback requests, without being penalized in any form by USC.

X. ADDITIONAL OBLIGATIONS OF THE PARTIES WHERE THE CONTRACTOR IS NOT PERFORMING WORK THAT FALLS UNDER A SECTION SET FORTH ABOVE AND IS PERFORMING WORK IN CALIFORNIA

1. Contractor is free from the control and direction of USC both under the Agreement and in the performance of the work.

2. Contractor is performing work that is outside the usual course of USC’s business.

Contractor is customarily engaged in an independently established trade, occupation or business.

[EXHIBIT C FOLLOWS]


21 Rev. 02/22/2021

EXHIBIT C

COVID-19 RELEASE OF LIABILITY ADDENDUM

The novel coronavirus, COVID-19, has been declared a worldwide pandemic by the World Health Organization and COVID-19 infections and related deaths have been confirmed throughout the United States, including in the state where the Venue is located.

Despite the continuing risks associated with the COVID-19 pandemic, Supplier seeks to proceed with the activity contemplated by the Agreement on the terms set forth in the Agreement and in this Addendum.

In consideration of the foregoing promises and mutual covenants, and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:

1. Supplier acknowledges the contagious nature of COVID-19 and the known and potential risks of proceeding with the Agreement, including personnel and producers, contractors, suppliers and other individuals involved being in public, outside their homes, and possible exposure to COVID-19, which could result in quarantine requirements, serious illness, disability and/or death.

2. Supplier recognizes and acknowledges that the hazards and risks associated with COVID-19 cannot be fully eliminated. Notwithstanding the hazards and risks associated with COVID-19, Supplier willingly and voluntarily seeks to proceed and assumes the full risk of proceeding with the Agreement.

3. Supplier shall indemnify and hold harmless the USC Indemnitees from all claims arising from or out of, or relating to, directly or indirectly, COVID-19 or any other illness or injury that may occur, in each case in connection with the Agreement, whether caused by the negligence of Supplier, USC or third parties (“COVID Claims”).

4. Supplier understands and agrees that USC shall not be responsible for any such claims arising from or out of, or relating to, directly or indirectly, COVID-19 or any other illness or injury that may incur in connection with the Agreement, whether caused by the negligence of Supplier, USC or third parties and USC accepts no liability for such claims.

5. As a condition for entry onto the Venue for participation in the Agreement, Supplier agrees to distribute to each individual who will be involved in the performance of the Agreement, including, without limitation, invitees, staff, personnel, producers, contractors, agents, vendors, suppliers, guests, etc., an assumption of risk statement substantially consistent with the USC ACKNOWLEDGMENT/ASSUMPTION OF RISK/RELEASE OF LIABILITY AS TO COVID-19 in the form attached hereto.

6. The terms of this Exhibit C shall supersede the terms of the Agreement, but only to the extent of a conflict therewith. Except as otherwise set forth herein, all terms of the Agreement shall remain in full force and effect.

USC ACKNOWLEDGMENT/ASSUMPTION OF RISK/RELEASE OF LIABILITY AS TO COVID-19

Please read carefully before signing.

Terms and Conditions for Entering the Premises

I have reviewed USC’s COVID-19 Community Guidelines at https://we-are.usc.edu/phases-and-guidelines/trojan-community-guidelines/ on Supplier’s behalf. I understand and agree that Supplier shall comply, and shall bear all responsibility for requiring those of Supplier’s employees who will be physically on USC’s premises to review and comply, with all of USC’s COVID-19 health and safety protocols and procedures, as described in those Guidelines, including but not limited to:


22 Rev. 02/22/2021

1. Completing a wellness assessment each day before being physically present in any USC location or participating in USC programs and activities.

2. Wearing a facemask or covering at all times except when alone in a room.

3. Complying with use of all required personal protective equipment (PPE).

4. Following all physical distancing guidelines as set forth by USC and Los Angeles County Department of Public Health (LADPH)

5. Following disinfecting protocols as set out by USC.

6. Following USC reporting guidelines, if diagnosed with COVID-19: Anyone present in campus facilities or working in campus programs who has tested positive for COVID-19 at an outside facility must self-report the positive COVID-19 test result immediately on the COVID-19 hotline at 213-740-6291 or email [email protected]. Such person will be asked to provide details of his or her USC-related activities, contact with other USC employees and students, the date of diagnosis, and the date of symptoms onset.

Supplier acknowledges and will inform any of Supplier’s employees who will be present on USC’s facilities that complying with USC’s COVID-19 policies is a part of their responsibility to protect themselves, and by doing so, protect others in USC’s community during the pandemic. Supplier acknowledges that Supplier’s failure, as well as the failure of any of Supplier’s employees who are present at USC facilities to comply with USC’s COVID-19 policies, may result in USC removing and banning Supplier or such Supplier employee from the premises.

Supplier also acknowledges that, despite the health and safety measures that USC is instituting to help protect staff, faculty, students, and campus visitors from COVID-19, an inherent risk of exposure to COVID-19 exists in any public place where people are present. COVID-19 is an extremely contagious disease that can lead to severe illness and death. Supplier acknowledges that entering campus may expose Supplier and Supplier’s employees to a variety of hazards and risks foreseen and unforeseen related to COVID-19 and that such employees may expose those within their households or with whom they interact to the same. Supplier agrees to enter campus, and to inform Supplier’s employees of all such risks and conditions outlined in this Waiver such that they enter campus, fully knowing and understanding these hazards and risks.

Acknowledgment and Express Assumption of Risk and Release of Liability

I, ON BEHALF OF SUPPLIER, MYSELF AND MY PERSONAL REPRESENTATIVES, HEIRS, SPOUSE, GUARDIANS, EXECUTORS, ADMINISTRATORS, SUCCESSORS, ASSIGNS AND NEXT OF KIN HEREBY RELEASE, DISCHARGE, HOLD HARMLESS AND AGREE NOT TO SUE THE UNIVERSITY OF SOUTHERN CALIFORNIA ("USC") AND THE ADDITIONAL RELEASED PARTIES NOTED BELOW WITH RESPECT TO ANY CLAIM, LIABILITY OR DEMAND OF WHATEVER KIND OR NATURE, EITHER IN LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, FOR PERSONAL INJURIES OR WRONGFUL DEATH) THAT MAY ARISE IN CONNECTION WITH, OR RELATE IN ANY WAY TO COVID-19, WHETHER ACQUIRED ON ANY PROPERTY OWNED, CONTROLLED, OPERATED, LICENSED, OR OTHERWISE ASSOCIATED WITH USC (THE “PREMISES”), AND WHETHER OCCURRING NOW OR IN THE FUTURE INCLUDING, WITHOUT LIMITATION, THOSE CLAIMS THAT ARISE AS A RESULT OF: (I) THE NEGLIGENCE OF ANY OF THE RELEASED PARTIES, AND/OR (II) THE INHERENT RISKS ASSOCIATED WITH BEING PRESENT ON THE PREMISES.

I, _______________________________, certify that Supplier understands, both now and in the future, and expressly assumes the risk that as a result of Supplier or Supplier’s employees presence on the Premises, Supplier or Supplier’s employees may be exposed to a variety of hazards and risks foreseen and unforeseen related to COVID-19 or that may expose those within said persons household or with


23 Rev. 02/22/2021

whom said persons interact to the same. Supplier acknowledges that these risks include, but are not limited to, potential exposure to persons or objects with COVID-19 and illness, quarantine requirements, injuries, physical and/or mental impairment, death, or disability as a result of COVID-19 (“Injuries & Damages”) and that these Injuries and Damages can occur by activities, actions or inactions of other persons, or other third parties, either as a result of negligence or because of other reasons. By signing below, I, on behalf of Supplier, am expressly acknowledging that Supplier accepts the risks of COVID-19 associated with being on the Premises. Supplier acknowledges and accepts the risks of COVID-19, and none of the Released Parties has tried to conceal, contradict or minimize Supplier’s understanding of these risks. Supplier further acknowledges and agrees that the Released Parties shall not be responsible for, and Supplier hereby expressly release them from, any claims for negligence or otherwise with respect to, the selection of any third-party vendor used on the Premises, as well as the actions or inactions of any such vendor, relating in any way to COVID-19.

For purposes of this Agreement, the “Released Parties” shall include (a) USC, (b) USC’s parent, subsidiary and affiliated companies; (c) the respective employees, agents, shareholders, officers, directors, designees, volunteers and affiliates of the entities described in (a)-(b) above; and (d) the licensees, successors, assigns and heirs of the entities and individuals referred to in (a)-(c) above.

Supplier is familiar with and does hereby waive the provisions of Section 1542 of the California Civil Code (and similar provisions of other jurisdictions) which provides as follows:

“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

This Acknowledgement and Express Assumption of Risk and Release of Liability Form (this “Agreement”) is intended to be as broad and inclusive as is permitted by law. If any provision or any part of any provision of this Agreement is held to be invalid or legally unenforceable for any reason, the remainder of this Agreement shall not be affected thereby and shall remain valid and fully enforceable. This Agreement contains the complete and exclusive statement of the parties’ agreement as to matters set forth herein and replaces and supersedes all of their prior written or oral, express or implied, agreements, understandings, communications or statements about those matters. This Agreement shall be construed and enforced in accordance with the laws of the State of California applicable to agreements of this nature, or where pre-empted, by the appropriate body of federal law, and Supplier hereby consents to the jurisdiction of said State. Although Supplier acknowledges and agrees that Supplier and Supplier’s employees have waived all rights to bring certain claim(s) against the Released Parties, Supplier acknowledges and agrees that any claim that Supplier or Supplier’s employees might nonetheless bring, and/or any and all other controversies, claims or disputes arising out of or related to this Agreement or the interpretation, performance or breach thereof, shall be brought only before the courts in the State of California.

Supplier has been given ample opportunity to read this entire Agreement, and Supplier freely and voluntarily assume all risks noted herein, and notwithstanding such risks, Supplier desires and agrees to have Supplier’s employees present on the Premises, both now and in the future, and the continued and future presence of Supplier and Supplier’s employees on the Premises shall serve as Supplier’s continued agreement hereto. I declare under penalty of perjury that all statements made by me in this Agreement are true and I willingly sign this Acknowledgment and Express Assumption of Risk and Release of Liability.

[SIGNATURE FOLLOWS]


24 Rev. 02/22/2021

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25 Rev. 02/22/2021

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