1. (a) The term contract shall mean an enforceable agreement entered into between the foundation and a contractor.

2. (b) The term contractor shall mean any person, partnership, private corporation or association:

   1. (1) selling materials, equipment or supplies or leasing property or equipment to the foundation;
   2. (2) constructing, reconstructing, rehabilitating or repairing buildings, highways or other improvements for or on behalf of the foundation; or
   3. (3) rendering or providing services to the foundation pursuant to a contract.
3. (c) The term designated payment office shall mean the office designated by the foundation to which a proper invoice is to be submitted by a contractor.
4. (d) The term foundation means the New York State Science and Technology Foundation.
5. (e) The term prompt payment means payment of a debt due and owing by the foundation within 30 days after receipt of an invoice, excluding legal holidays.
6. (f) The term proper invoice shall mean a written request for a contract payment that is submitted by a contractor to the foundation's designated payment office setting forth the description, price and quantity of goods, property or services delivered or rendered in accordance with the terms of the contract, in such form and supported by such other substantiating documentation as the foundation may reasonably require.

7. (g) The term receipt of a proper invoice shall mean the later of:

   1. (1) the date on which a proper invoice is actually received in the designated payment office; or
   2. (2) the date on which the foundation receives the purchased goods, property or services covered by the proper invoice and which are acceptable to the foundation.
8. (h) The term setoff shall mean the reduction by the foundation of a payment due a contractor by an amount equal to the amount of an unpaid legally enforceable debt owed by the contractor to the foundation.

For the purposes of this Part the following terms shall have the following meanings: