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General Purpose. The general purpose of this Agreement is to engage the services of Consultant to perform the services and provide the deliverables described in Schedule A (the “Services” or “Scope of Services”). The surrounding facts and circumstances are more fully set out in the attached:  \nSchedule A (Scope of Services), Schedule B (Project Timetable and Task Description), Schedule C (Payment Amount and Schedule), Schedule D (Consultant’s Personnel), and Appendix 1 (Insurance Requirements), all of which are incorporated by this reference.  \n2. General Duties of Consultant.  \n2.1 Consultant shall perform the Services in accordance with the attached Schedules and in accordance with professional standards for performing services of a similar kind. Consultant warrants that all persons assigned by Consultant to the performance of this Agreement (or any specified subcontractor) are fully qualified to perform the Services required. Cornell has assigned a representative (“Cornell’s Representative”) to provide direction to Consultant with respect to the Services. Consultant’s personnel who will perform the Services are listed in Schedule D. Consultant may not replace or reassign such personnel without the prior written consent of Cornell’s Representative. If applicable, Consultant shall replace personnel with a person having at least equivalent experience and qualifications. Cornell shall have the right to review and approve such replacement personnel.  \n2.2 Subject to Section 2.1 above, Consultant may assign the performance of any portion of the Services to a subcontractor; provided that Consultant shall be fully responsible for any and all acts andomissions of any subcontractor in connection with the performance of this Agreement. All terms, conditions and requirements of this Agreement will apply without qualification to any services performed or goods provided by any subcontractor.  \n3. Period of Performance. Consultant agrees that all Services provided under this Agreement shall commence on   , 20  and be completed no later than   , 20  (the“Term”) . Consultant shall adhere to the timetable in Schedule B unless such period is otherwise extended by Cornell in writing. Consultant shall be responsible to Cornell for any damage caused by its failure to comply with the timetable.  \n4. Compensation. Subject to the terms and conditions of this Agreement, Cornell shall pay Consultant an amount not to exceed $  in exchange for the Services. The schedule of payments is contained in Schedule C. Consultant shall submit all invoices to Cornell Accounts Payable, 377 Pine Tree Road, Ithaca, NY 14850 or [emailed to dfa-4040_invoice@cornell.edu](emailed to dfa-4040_invoice@cornell.edu), referencing the purchase order number. Notwithstanding any other provisions of this Agreement, the total amount payable by Cornell for the Services will be determined by applying the stated rate of compensation to the services actually performed by Consultant. Consultant will not render the Services and Cornell will not be required to pay for any services in excess of the amount stipulated above, unless Consultant has first secured prior written approval from Cornell through a contract amendment.  \n5. Payment Terms. Consultant shall be paid after Cornell’s receipt from Consultant of properly prepared invoices in accordance with Cornell’s invoicing instructions as further set forth below in this Section. Cornell may make adjustments to Consultant’s invoice due to shortages, rejection, or other failure to comply with the provisions of this Agreement. Discount periods, if any, shall commence after the latest of final ac","cbCaipRLRLCFuq3S","https://ap.wps.com/l/cbCaipRLRLCFuq3S","pdf",341798,"English","# General Purpose\n# General Duties of Consultant\n## Personnel and subcontracting responsibilities\n# Period of Performance\n# Compensation and invoices\n# Payment Terms\n# Tax Withholding for Domestic and Foreign Consultants","[{\"question\":\"What are the core schedules and documents incorporated into the agreement?\",\"answer\":\"The agreement incorporates Schedule A (Scope of Services), Schedule B (Project Timetable and Task Description), Schedule C (Payment Amount and Schedule), Schedule D (Consultant’s Personnel), and Appendix 1 (Insurance Requirements).\"},{\"question\":\"What duties does the Consultant have regarding performance and assigned personnel?\",\"answer\":\"The Consultant must perform services according to the schedules and professional standards, ensure assigned personnel are qualified, and obtain Cornell’s written consent before replacing or reassigning listed personnel.\"},{\"question\":\"How does the agreement handle compensation, invoicing, and payment timing?\",\"answer\":\"Cornell pays according to Schedule C and requires properly prepared invoices submitted to Cornell Accounts Payable with purchase order references. Payment timing varies by invoice and payment method, including net 30 for electronic invoicing/direct deposit through ACH.\"}]","Professional Services Agreement - Core Contract Terms - Payment, Duties, Term | PDF",1789568635,6]