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In the event that the scope of work changes significantly requiring an increase in hours or XV. SCOPE OF CONTRACT
responsibilities, Contractor and the Court will agree on the changes in payment in writing in advance.
This Contract constitutes the entire agreement between the parties and supersedes any prior oral or
VII. TAX RESPONSIBILITIES written communication(s).
Both parties acknowledge that Contractor is not an employee for federal or state tax purposes. Both XVI. FORCE MAJEURE
parties acknowledge that the Court shall not assist with any federal or state income tax withholdings
In the event of and as soon as possible after the occurrence of any cause constituting force majeure,
or make any tax contributions on behalf of Contractor.
the Contractor shall give notice and full particulars in writing to the Court, of such occurrence or
VIII. TERMINATION change if the Contractor is thereby rendered unable, wholly or in part, to perform its obligations and
meet its responsibilities under this Contract. The Contractor shall also notify the Court of any other
Either party may terminate this Agreement by giving twenty (20) days written notice. Notice shall be changes in conditions or the occurrence of any event that interferes or threatens to interfere with its
sufficiently given if it is delivered by hand or postage pre-paid to the address of the parties set forth performance of this Contract. On receipt of the notice required under this Section, the Court shall
in the first paragraph of this Agreement. Contractor shall be compensated for all work performed up
take such action as, in its sole discretion, it considers to be appropriate or necessary considering the
to the termination date of this Agreement within forty-five (45) days of said termination.
circumstances, including but not limited to granting the Contractor a reasonable extension of time
IX. WAIVER in which to perform its obligations under this Contract.
Any waiver by any party with regard to any of its rights hereunder shall be in writing and shall not XVII. GOVERNING LAW AND VENUE.
constitute or act as a waiver to future rights, which such party might have.
A. This Contract shall be performed within the applicable laws, regulations, guidelines, and practices
X. WORK PRODUCT of the [Tribe Name]. The Contractor agrees this Contract shall be governed by the laws of the [Tribe],
federal laws, and the laws of [other jurisdiction], in that order, in all matters of construction, validity,
All work products produced or created as a result of this Contract shall become the exclusive property performance, and enforcement, as those laws apply to contracts executed, delivered and performed
of the Court. All rights arising from the performance of this Contract, including copyrights, patent solely within the jurisdiction of the [Tribe]. The Contractor is solely responsible for keeping themselves
rights, knowhow, trade secrets and other intellectual property rights, shall be the property of the fully informed of and faithfully observing all laws, ordinances, and regulations of the [Tribe].
Court. Any license to use such rights shall be determined separately through consultation with the
Court. B. The Contractor hereby expressly submits to and consents to the exclusive personal jurisdiction of
the [Tribe] Courts and waives an objection thereof.
XI. CONFIDENTIALITY
XVIII. SOVEREIGN IMMUNITY
The Contractor shall protect and preserve the confidentiality of all communications, whether written
or oral, with the Court related to any work or services rendered pursuant to this Contract. The Nothing in this Contract shall be construed as a waiver of the [Tribe] sovereign immunity.
Contractor’s obligation under this provision shall survive termination or expiration of this Contract for XIX. OTHER PROVISIONS
a period of three (3) years.
A. If any term or other provision of this Contract is determined by a court of competent jurisdiction
XII. CONFLICT OF INTEREST
to be unconstitutional, invalid, or unenforceable, the [Tribe] shall have the exclusive right to either
The Contractor affirms that the Contractor has no interest presently and shall not acquire any interest,
direct or indirect, in the future which would conflict in any manner with the performance of the deem this Contract null and void or determine such term or provision be deemed deleted from
services required under this Contract. this Contract. If the [Tribe] deems the provision to be deleted from this Contract, all remaining
provisions shall remain in full force and effect, and the parties shall negotiate in good faith to
XIII. INDEMNIFICATION
modify or amend this Contract so as to reflect the original intent of the parties.
The Contractor agrees to indemnify and hold harmless the [Court, Tribe Name], and any of its
departments or offices, and all of its officers, directors, agents, contractors, volunteers, and B. The parties agree that they are aware that they have the right to be advised by counsel with
employees, from any and all claims of losses, costs, damages, expenses or liabilities, including, but respect to the negotiations, terms, and conditions of this Contract, and that the decision of
not limited to, injury, death and/or damage to property, which may arise from the Contractor’s
performance of this Contract. whether or not to seek the advice of counsel with respect to this Contract is a decision which is the
sole responsibility of each of the parties hereto. In the event of ambiguity in any of the terms of
XIV. ATTORNEYS FEES
this Contract, it shall not be construed for or against any party on the basis that such party did or
In the event the Court must pursue legal action against the Contractor for breach of contract, failure did not author the same.
to perform, default or enforcement of the Contract terms or any other legal cause of action, the Court
shall be entitled to collect reasonable attorney’s fees and costs.
Appendix L: Sample Contract Appendix L: Sample Contract
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