General Terms and Conditions

The following terms and conditions shall govern this agreement, regardless of any contradictory provisions.

1. Services provided by Contractor; Compensation; Billing. Contractor hereby agrees to provide the services as stated in the Specific Terms and Conditions. In consideration for said services, Southwest Key hereby agrees to pay Contractor the rate outlined in the Specific Terms and Conditions of this agreement. Contractor shall complete and sign an invoice, mutually acceptable to both parties, which shall be delivered, within ten (10) days of completion of the work, to the address listed in the Specific Terms and Conditions.
2. Term and Termination. This agreement is effective as stated in the Specific Terms and Conditions. Additionally, this Agreement may be terminated immediately upon written notice by Southwest Key, with or without cause. Notice is considered given when properly addressed and hand delivered or mailed to the non-terminating party by mail or email with delivery confirmation. In the event this agreement is terminated before the term expires, Contractor shall submit a final invoice within thirty (30) days after the termination date, for work completed through the date of the termination. In such instances, Contractor shall be paid a reasonable amount, as determined by Southwest Key, for work completed through the date of the termination. Any notice of termination won’t change or affect Contractor’s requirement to meet agreed upon timelines or deadlines for deliverables due or scheduled to be delivered before the date of contract termination.  If Southwest Key has provided Contractor with equipment or supplies, such equipment or supplies must be returned to Southwest Key within ten (10) days of termination; if equipment or supplies are not returned within this time, Southwest Key has the option to deduct the value of such equipment from a final invoice or to invoice Contractor for the value of such equipment at Southwest Key’s discretion.  All confidential information and data related to Southwest Key and/or Southwest Key clients must be returned or destroyed upon termination if requested by Southwest Key, though Contractor may maintain copies of client files if required by law or regulation.
3. Independent Contractor; Confidentiality; No Conflict of Interest. The parties hereby agree that Contractor shall act as an independent contractor and not as an employee of Southwest Key. Contractor shall have no claim against Southwest Key for vacation pay, sick leave, retirement benefits, Social Security benefits, workers compensation, disability benefits, unemployment benefits or any other benefits inuring to an employee of Southwest Key. Southwest Key shall have no control over the manner or methods by which Contractor performs the services agreed to herein. Contractor shall be wholly responsible for the payment of any taxes owed for the funds Contractor receives pursuant to this Agreement. Contractor recognizes and acknowledges that in the course of performing services required by this Agreement, Contractor will have access to, become acquainted with, and obtain information and knowledge relating to the business, condition, methods of operation and other aspects of Southwest Key, its affiliates and their customers, employees and suppliers, some of which information and knowledge is confidential and proprietary, and that Contractor could substantially detract from the value and business prospects of Southwest Key in the event, during the term of this Agreement or at any time thereafter, Contractor were to disclose to any person not related to Southwest Key or use such information and knowledge for the advantage of Contractor or other person. Accordingly, Contractor hereby agrees that Contractor will not disclose such information to any person, other than directors, officers, employees, accountants, lawyers, consultants, advisors, agents and representatives of, or other persons related to, Southwest Key, that such disclosure shall be made only on a “need to know” basis, and that this provision will survive termination of the contract. To the best of Contractor’s knowledge, Contractor has not, within the past two (2) years, worked or volunteered on behalf of Southwest Key, any company related to Southwest Key, or any funder, competitor or vendor of Southwest Key. To the best of Contractor’s knowledge, Contractor is not related to anyone who works for any company related to Southwest Key, serves on the board of directors of any company related to Southwest Key or volunteers for any company related to Southwest Key.
4. Entire Agreement; Waiver; Partial Invalidity; Ambiguities; Notices. This Agreement supersedes any and all other agreements, either oral or written, between the parties hereto and contains all of the covenants and agreements between the parties with respect to such contract. Southwest Key has the right to add to, modify or delete any provision of these General Terms and Conditions. Southwest Key shall notify Contractor of any material adverse change to these General Terms and Conditions by posting such modified General Terms and Conditions on its website. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, have been made by any party, or by anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid and binding. Any modification of this Agreement shall be effective only if it is in writing and signed by the party to be charged. A waiver of any breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. Any ambiguous language in this Agreement shall be interpreted as to its fair meaning, and not strictly for or against either party, regardless of whether either party drafted the Agreement. Any Notice required to be given pursuant to this Agreement shall be in writing and shall be sent by mail or email with delivery confirmation to the General Counsel of Southwest Key or to Contractor at the party and address identified in the Specific Terms and Conditions.
5. Governing Law; Laws; Indemnity; Limitation of Liability. This Agreement shall be governed by and in accordance with the laws of the State of Texas, and venue for any action or proceeding to enforce or interpret any provision of this Agreement shall be in Travis County, Texas. Contractor shall abide by all laws, statutes, regulations and ordinances in completing the terms of this Agreement. Subject to the payment provisions and limitations in Paragraph 2 and to the fullest extent allowed by law, Contractor agrees to waive any and all claims against Southwest Key, which might otherwise arise from work performed pursuant to this Agreement or that might otherwise arise from the Agreement. To the extent allowable by law, Contractor shall defend, indemnify and hold harmless Southwest Key, Southwest Key affiliates and their respective customers, officers, directors, employees and agents (the “Southwest Key Programs Indemnitees”) from and against any claims, suits, actions, losses, damages, expenses or liabilities (including reasonable legal fees) brought against any Southwest Key Programs Indemnitees that may result by reason of (i) any death, bodily injury or property damaged based on Southwest Key’s authorized use of any product supplied pursuant to this agreement; (ii) any negligence or intentional misconduct of Contractor, or its employees or permitted subcontractors, under the Agreement; or (iii) the inaccuracy of any warranty or representation made by the Contractor. Contractor shall indemnify, defend and hold harmless Southwest Key Programs Indemnitees from and against any demand, suit, cause of action, liability, loss or expense (including reasonable legal fees) incurred by Southwest Key or the Southwest Key Programs Indemnitees related to any claim, action or cause of action for infringement or violation of any patent, trademark, service mark, trade secret, know-how or other Intellectual Property right, proprietary right or other property right by any person, entity or enterprise as a result of any act, omission, neglect or misconduct by Contractor or Southwest Key’s authorized use of any service or product supplied pursuant to Agreement, regardless of the fact that services or products may have been accepted by Southwest Key and Contractor may have received payment. If an injunction is issued affecting the services and/or products or Southwest Key’s use of the services and/or products if Contractor determines that an injunction affecting the services and/or products or Southwest Key’s use thereto is likely to issue, Contractor will promptly, at its expense, either (i) obtain the right to Southwest Key to use the services and/or products, (ii) replace or modify them with non-infringing services and/or products of equivalent functionality, or (iii) refund the amounts paid for the services and/or products and reimburse Southwest Key for all reasonable expenses for removal and replacement of the services and/or products.  Contractor further agrees that Southwest Key’s liability to Contractor or to any third party, for any damage or dispute arising from the performance of this Agreement shall not exceed the greater of the amount deemed reasonable solely by Southwest Key pursuant to Paragraph 2 or One Thousand Dollars ($1,000.00). In no instance shall Southwest Key be liable to Contractor or any third party for any damage or dispute arising from the performance of this Agreement for an amount greater than what is expressly provided in this paragraph, and Contractor agrees to indemnify, waive, release, and hold Southwest Key harmless accordingly.
6. Contractor agrees to purchase and maintain, at its own expense insurance to protect Contractor from workers’ compensation claims or other employee benefit claims, employee liability claims, or claims for damages because of bodily injury, including death, and from claims for damages to property, which may arise out of or result from Contractor’s operations under the Contract, whether such operations be by Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them. Contractor shall list Southwest Key as an additional insured for all required insurance, other than Worker’s Compensation Insurance if not permitted by law, and shall provide Southwest Key with Contractor’s Certificate of Insurance prior to beginning services. The immediately foregoing requirement applies to completed and ongoing work, and Contractor’s failure to provide proof of additional insured status upon request shall be grounds for immediate termination of this Agreement. If Contractor is an entity other than a natural person providing services to or on behalf of Southwest Key, this insurance shall be written for no less than the following amounts: (1) commercial automobile insurance – $1,000,000; (2) commercial general liability (including applicable following form umbrella insurance) – $1,000,000; and (3) workers compensation insurance at Statutory limits and employer’s liability insurance of $1,000,000. If Contractor is a natural person providing services to or on behalf of Southwest Key that involve driving, Contractor’s automobile insurance shall be written for no less than $250,000, unless Contractor is transporting minors, in which case Contractor’s automobile insurance shall be written for no less than $1,000,000. Regardless of whether Contractor is a natural person or other entity, Contractor agrees to maintain professional liability insurance written for no less than $1,000,000 if Contractor is providing services as any of the following: attorney, clinician, health care provider, instructor or other professional service as identified by Southwest Key. Regardless of whether Contractor is a natural person or other entity, if Contractor fails to maintain workers compensation insurance, Contractor agrees to a workers compensation waiver of liability to the full extent allowed by law and shall sign any documents requested to formally document such waiver during and up to five years after the valid term of this Agreement. Contractor agrees to maintain all of the foregoing insurance requirements for at least three years following the completion of services or operations covered by this Agreement. Further, Contractor hereby waives all rights to subrogation in favor of Southwest Key and all relevant insurance policies shall be endorsed to reflect such waiver.
7. Nonassignability; Standard of Care; Licensure; Certification; Code of Ethics; Background Inquiry; Drug and Alcohol-Free Workplace; No Driving; Southwest Key Policies and Procedures. Contractor shall not assign any of Contractor’s rights or responsibilities of this Agreement without the prior written consent of Southwest Key. Contractor agrees that Contractor’s services will be performed with that level of care and skill ordinarily exercised by members of Contractor’s profession currently operating under similar conditions and circumstances, that Contractor is licensed or certified, if required, and that Contractor knows and will follow any applicable code of ethics of Contractor’s profession. Contractor and Contractor’s workers shall cooperate with Southwest Key and provide Southwest Key with all information and/or documentation including driver’s license information, social security number and completed background inquiry documents to allow for Southwest Key to attain a criminal background check or run a national database screening regarding Contractor and/or Contractor’s workers, if Southwest Key requests such information to protect its interests.  Any contractor providing services directly to Southwest Key clients must have a completed background check before providing services and will either provide documentation of a background check for all employees visiting Southwest Key facilities and/or the necessary information for Southwest Key to complete a background check. Because Southwest Key has a vital interest in maintaining a safe, healthy, and efficient work environment for all employees and Contractors, the parties agree and recognize that no one on any sexual offender registry may enter Southwest Key facilities and that Southwest Key’s work environment should be free from the use of illegal drugs, alcohol, and the unauthorized use of prescription drugs. Unless otherwise specifically agreed to in writing, Contractor is not authorized to drive on behalf of Southwest Key. Contractor agrees to comply with all applicable Southwest Key policies and procedures.         Any employee or subcontractor of Contractor found ineligible to enter a Southwest Key facility must immediately vacate the premises and must not return to a Southwest Key facility.
8. Force Majeure; Excusable Delays; Work Stoppages If the delivery of any Product and/or Service is delayed by unforeseeable circumstances beyond the reasonable control and without the fault or negligence of Contractor or of its suppliers or subcontractors including, but not limited to, acts of God, war, acts of terrorism, explosions, energy blackouts, riots, fires, floods, pandemic, widespread epidemic, public health emergency, quarantine restrictions, freight embargos, strikes or unusually severe weather (any such delay being hereinafter referred to as “Excusable Delay”) the delivery of such Product/Service may be extended for a period to be determined by Southwest Key after an assessment by Southwest Key of alternate work method(s) and whether or not an event is an Excusable Delay.  If an Excusable Delay prevents Southwest Key from accepting goods or services, making its facilities and/or personnel available, or otherwise necessitates the stoppage of Contractor’s work under this Agreement, new timelines and dates for the work will be determined by Southwest Key with input from Contractor, and Southwest Key will not be in breach of this Agreement due to such delays or work stoppage.
9. Jury Trial and Class and Collective Action Waiver; No Arbitration; Late Fees; Waiver of Claims. Contractor waives Contractor’s right to request or demand a jury trial. Any claim that Contractor has against Southwest Key will be conducted solely on an individual basis and not as a class action or otherwise pursuant to class, collective action, or comparable procedures. A claim includes any dispute, controversy, lawsuit, or cause of action Contractor may have against Southwest Key related to Contractor’s contract for services. The parties do not agree to arbitration. Late fees shall only accumulate after 10-days’ written notice to Southwest Key. Southwest Key does not waive its rights to make any legitimate claims against Contractor to the extent and for the time period allowable by law.