PROFESSIONAL SERVICES AGREEMENT

PART I: GENERAL INFORMATION

Service Provider Information:

Name:____________________________________________________________

Address:__________________________________________________________

_________________________________________________________________
 
Check One: ___Single Proprietor - Supply Social Security Number______________________
___Partnership  - Supply Fed EIN __________________________________
___Corporation  - Supply Fed EIN___________________________________
x
Check One: ___U.S. Citizen
Affiliate is: ___Permanent Resident
___Foreign National - If you checked this box, please contact payroll regarding tax classification.
American University Information:
Department:________________________________________________________
Contact: ___________________________________________________________
Telephone: _________________________________________________________

    PART II: TERMS AND CONDITION
1.  Introduction. This Agreement is dated, ________________ , 200__ between American
University (the "University") and the Professional Services Provider (the "Service Provider").

2. Services to be Performed. During the term of this Agreement, the Service Provider shall
perform the following services:
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________

3. Term of Agreement. The retainer of the Service Provider shall begin_______________,
and shall end __________________, unless this Agreement is terminated earlier, as provided in
Paragraph 9 of this Agreement.

4. Compensation. The University shall pay the Service Provider the following compensation for
services performed under this Agreement:
________________________________________________________________________________
________________________________________________________________________________
The Service Provider shall submit monthly time sheet for service time performed by the Service Provider
to _____________________________________ , American University, 4400 Massachusetts Avenue,
NW, Washington, DC 20016-_______; such compensation to be paid within thirty (30) days after
the time sheet is received and verified.

5. Independent Contractor. The Service Provider is retained by the University and shall perform
the services under this Agreement as an independent contractor. The Service Provider shall not be
considered under the provisions of this Agreement or otherwise as having an employee status or be
extended coverage under unemployment and Workers' Compensation insurance, or be entitled to
participate in any plans, arrangements or distributions by the University pertaining to or in
connection with any pension, bonus or similar benefit plans.

The Service Provider has no power or authority to act for, represent, or bind the University in any
manner.  The Service Provider is solely responsible for the payment of his/her self-employment taxes.

6. Indemnification/Hold Harmless. The Service Provider shall indemnify and hold harmless the
University from any and all loss or damage to persons or property which the University or its
employees may suffer on account of any accident or occurrence caused by the Service Provider.

In consideration of the mutual agreements set forth in this Agreement, the Affiliate relieves, acquits,
and forever discharges the University of and from any and all actions, courses of action, claims,
demands, and damages on account of, or in any way growing out of any accident or occurrence
transpiring during and under the terms of this Agreement, unless it is established that such accidents
arose out of the negligent acts of the University, its agents or employees.

7. Confidential Information. In the course of performing services under this Agreement,
the University may communicate information to the Service Provider or the Service Provider may
have access to University information, which may or may not be related to this Agreement. The Service
Provider shall treat all such information as confidential, whether or not it is identified as confidential.
The Service Provider shall not disclose to any third party or use, for purposes not set forth in
this Agreement, any reports, recommendations, opinions, and/or conclusions which the
Service Provider may provide to the University as part of his/her services.

8. Termination. The University or the Service Provider may terminate this Agreement at any
time, upon giving not less than thirty (30) days written notice to the other party.

9. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the District of Columbia.

10. Signatures.  With the consent of the University and the Service Provider, facsimile signatures
will be considered originals in the execution of this Agreement. 

11.  Entire Agreement/Amendments. This Agreement contains the entire agreement
of the University and the Service Provider and no terms may be modified or waived except by
the mutual written consent of both the University and the Service Provider.
 
AMERICAN UNIVERSITY  PROFESSIONAL SERVICES PROVIDER
Signed: __________________________________ Signed: _________________________________ 
             Patricia L. Kelshian
Title:     Executive Director, 
             Contract and Risk Management
Title: ___________________________________
Date: ____________________________________ Date: __________________________________