This Agreement is made between _______________________________________ ("Client") with a principal place of business at _________________________________________ and Upper Sioux Community Pezihutazizi Oyate ("Consultant", with a principal place of business at 5722 Travers Lane, PO Box 147, Granite Falls, MN 56241.
1. Services to be performed: Consultant agrees to perform the following services on Client's behalf on a per project basis:
2. Payment: In consideration for the services to be performed by Consultant, Client agrees to pay Consultant at the following rates:
3. Terms of Payment: Upon completing Consultant's services on a per project basis under this Agreement, Consultant shall submit an invoice. Client shall pay Consultant unless otherwise mutually agreed between Client and Consultant.
4. Late/Non-Payment: If invoices are not paid within the Terms outline above, services will stop immediately and no further work product will be released to Client until all past-due invoices are paid in full.
5. Expenses: Client shall reimburse Consultant for the following expenses that are directly attributable to work performed under this Agreement:
Consultant shall submit an itemized invoice of Consultant's expenses. Client shall pay Consultant within 10 days from the date of each invoice.
6. Term of Agreement: This agreement will become effective when signed by both parties and is automatically renewed on a per project basis. This agreement will terminate on the earlier of:
7. Terminating the Agreement: With reasonable cause, either party may terminate this Agreement effective immediately by giving written notice of cause for termination. Reasonable cause includes:
8. Independent Contractor Status: Consultant is an independent contractor (not a construction general contractor), not Client's employee. Consultant and Client agree to the following rights consistent with an independent contractor relationship.
9. Exclusive Agreement: This is the entire Agreement between Consultant and Client.
10. Resolving Disputes: If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in Grant County in the State of Washington. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties. If it proves impossible to arrive at a mutually agreed-upon arbitrator in Grant County in the State of Washington. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. Costs of arbitration, including attorney fees, will be allocated by the arbitrator.
11. Limited Liability & Hold Harmless: This provision allocates the risks under this Agreement between the Consultant and Client.
Consultant's pricing reflects the allocation of risk and limitation of liability as follows: Consultant's total liability to Client under this Agreement for damages, costs, and expenses shall not exceed $300.00 or the compensation received by Consultant on a per estimate/special project basis under this Agreement, whichever is less. However, Consultant shall remain liable for bodily injury or personal property damage resulting in grossly negligent or willful actions of Consultant while on Client's premises to the extent such actions or omissions were not caused by Client.
Neither Party to this Agreement shall be liable for the other's lost profits or special, incidental, or consequential damages, whether in an action in contractor or tort, even if the party has been advised by the other party of the possibility of such damages.
Client shall indemnify Consultant and hold it harmless from and against any and all claims, damages, losses and expenses, including court costs and reasonable fees and expenses of attorneys, arising out of or resulting from any action by a third party that is based on any negligent act or omission or willful conduct of Client and which results in: (a) any bodily injury, sickness, disease or death; (b) any injury or destruction to tangible or intangible property (including computer programs and data) or any loss of use resulting therefrom; or (c) any violation of any statute, ordinance, or regulation.
12. Notices: All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows:
13. Conflict of Interest: Consultant will not perform work for multiple clients on the same job/project this includes writing competing estimates for any aspect or any job and any client. Consultant will not disclose any information about any jobs assigned to Consultant from any company to Client's competitors.
14. Confidentiality: Consultant acknowledges that it will be necessary for Client to disclose certain confidential and proprietary information to Consultant in order for Consultant to perform duties under this Agreement. Consultant acknowledges that any disclosure to any third party or any misuse of this proprietary or confidential information would irreparably harm Client. Accordingly, Consultant will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of Client without Client's prior written permission except to the extent necessary to perform services on Client's behalf.
Proprietary or confidential information includes:
Consultant shall not be restricted in using any material that is publicly available, already in Consultant's possession, known to Consultant without restriction, or rightfully obtained by Consultant from sources other than Client.
15. No Partnership: This Agreement does not create a partnership relationship, although Client authorizes Consultant to negotiate claims on Client's behalf. Client does not have the authority to enter in contracts on the Consultants behalf.
16. Applicable Law: This Agreement will be governed by the laws of the State of Washington.