Professional Services Agreement — Alaska

PROFESSIONAL SERVICES AGREEMENT

State of Alaska

TABLE OF CONTENTS

1. Parties and Recitals
2. Definitions
3. Scope of Services
4. Compensation and Payment
5. Term and Termination
6. Representations and Warranties
7. Confidentiality and Trade Secrets
8. Intellectual Property
9. Non-Solicitation and Restrictive Covenants
10. Data Security and Privacy
11. Indemnification
12. Limitation of Liability
13. Insurance
14. Dispute Resolution and Governing Law
15. Force Majeure — Alaska-Specific Events
16. General Provisions
17. Execution

1. PARTIES AND RECITALS

This Professional Services Agreement (the "Agreement") is made and entered into as of [__/__/____] (the "Effective Date") by and between:

(a) SERVICE PROVIDER:

(hereinafter "Provider")

(b) CLIENT:

(hereinafter "Client," and together with Provider, each a "Party" and collectively the "Parties")

Recitals

A. Provider is duly qualified and experienced in providing professional services in the field of [________________________________] and holds all licenses and permits required under Alaska law, including any professional license issued by the Alaska Division of Corporations, Business and Professional Licensing under AS Title 08.

B. Client desires to engage Provider to perform such services, and Provider is willing to do so, subject to the terms and conditions of this Agreement.

C. Both Parties acknowledge that this Agreement is governed by Alaska law and that Alaska's unique legal, economic, and geographic characteristics — including the absence of both a state income tax and a state sales tax, the Alaska Permanent Fund Dividend, remote community logistics, and Alaska Native corporation and tribal jurisdiction considerations — have been taken into account in negotiating the terms herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

"Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party.

"Alaska Business License" means the license required under AS 43.70 for any person or entity engaging in business activity within the State of Alaska, issued by the Alaska Department of Commerce, Community, and Economic Development, Division of Corporations, Business and Professional Licensing.

"Applicable Law" means all federal, state, local, and tribal laws, statutes, ordinances, regulations, and orders applicable to a Party's performance under this Agreement, including specifically Alaska Statutes, regulations of the Alaska Department of Commerce, and — where either Party transacts business with or on lands of Alaska Native corporations or tribes — applicable tribal law and the Alaska Native Claims Settlement Act (ANCSA), 43 U.S.C. 1601 et seq.

"Confidential Information" has the meaning set forth in Section 7.

"Deliverables" means all reports, data, analyses, work product, documentation, and other materials that Provider is required to deliver to Client under an applicable SOW.

"Force Majeure Event" has the meaning set forth in Section 15.

"Intellectual Property Rights" means all worldwide patent, copyright, trademark, trade secret, moral, and other proprietary rights.

"Professional License" means any license, registration, or certification required under AS Title 08 (Businesses and Professions) for the type of professional services being performed, as administered by the Alaska Division of Corporations, Business and Professional Licensing.

"Services" means the professional services described in each SOW, including delivery of any Deliverables.

"SOW" means a Statement of Work executed under this Agreement in substantially the form attached as Exhibit A.

"Trade Secret" has the meaning assigned under the Alaska Uniform Trade Secrets Act, AS 45.50.910 et seq.: information that derives independent economic value from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

3. SCOPE OF SERVICES

3.1 Services

Provider shall perform the Services described in each SOW in accordance with the timelines, milestones, and specifications set forth therein.

3.2 Performance Standards

Provider shall:

(a) Perform the Services in a diligent, professional, and workmanlike manner consistent with the standards of care generally accepted in Provider's industry and profession;

(b) Assign personnel with appropriate skill, experience, and — where required by Alaska law — valid professional licensure issued by the Alaska Division of Corporations, Business and Professional Licensing;

(c) Comply with all Applicable Law, including Alaska professional licensing requirements under AS Title 08;

(d) Maintain a valid Alaska Business License under AS 43.70 throughout the Term; and

(e) Promptly notify Client of any circumstances that may materially impair Provider's ability to perform, including loss or suspension of any required Alaska professional license.

3.3 Changes

Either Party may propose changes to the scope, schedule, or fees for any SOW. No change is binding unless memorialized in a written change order signed by authorized representatives of both Parties.

3.4 Client Responsibilities

Client shall provide timely access to personnel, information, facilities, and systems reasonably required for Provider to perform the Services. Client acknowledges that Provider's ability to meet schedules is contingent upon such cooperation, particularly when Services involve Alaska locations affected by seasonal access limitations, weather delays, or remote-site logistics.

3.5 Conditions Precedent

Provider's obligations under each SOW are conditioned upon: (a) receipt of any initial retainer specified therein; (b) Client's completion of onboarding, background, or security requirements; and (c) Provider's confirmation that it holds all Alaska licenses and permits required to perform the specified Services.

4. COMPENSATION AND PAYMENT

4.1 Fees

Client shall pay Provider the fees set forth in each SOW. Unless otherwise specified:

☐ Hourly Rate: $[________________________________] per hour
☐ Fixed Fee: $[________________________________] per SOW
☐ Monthly Retainer: $[________________________________] per month
☐ Other: [________________________________]

4.2 Invoicing and Payment Terms

Provider shall invoice ☐ monthly ☐ upon milestone completion ☐ other: [________________________________]. Payment is due net [____] days from the date of invoice.

4.3 Late Payments — Alaska Statutory Interest

Past-due amounts accrue interest at the lesser of [____]% per month or 10.5% per annum, which is the legal rate under AS 45.45.010. Alaska law permits parties to agree to a different interest rate in writing; absent such agreement, the 10.5% statutory rate applies.

4.4 Expenses

Client shall reimburse pre-approved, reasonable out-of-pocket expenses incurred in performing the Services. Given Alaska's geography, reimbursable expenses may include:

• Air travel (including bush plane / charter flights to remote communities)
• Alaska Marine Highway System (ferry) fares
• Lodging in remote locations where commercial accommodation is limited
• Winter travel equipment and logistics
• Telecommunications charges in areas without standard connectivity
• Shipping and freight costs for materials to remote Alaska locations

All expenses over $[________________________________] require prior written approval.

4.5 Taxes — Alaska's Unique Tax Environment

Alaska imposes no state income tax and no state sales tax. This is the only state with this dual tax exemption. However:

(a) Municipal taxes: Certain Alaska municipalities (including Juneau and some Mat-Su Valley communities) impose local sales taxes. Provider is responsible for collecting and remitting any applicable municipal sales taxes.

(b) Federal taxes: All applicable federal taxes remain the responsibility of the respective Parties.

(c) Fees are exclusive of taxes. Client shall pay all applicable taxes, except taxes based on Provider's net income.

4.6 Alaska Permanent Fund Dividend (PFD) Considerations

Neither Party's eligibility for or receipt of the Alaska Permanent Fund Dividend affects the terms of this Agreement. Provider confirms that the fees established herein are set independently of PFD distributions.

5. TERM AND TERMINATION

5.1 Term

This Agreement commences on the Effective Date and continues for [________________________________] (the "Initial Term"), unless earlier terminated under this Section 5. The Agreement automatically renews for successive [________________________________] periods (each a "Renewal Term") unless either Party provides written notice of non-renewal at least [____] days before the end of the then-current term.

5.2 Termination for Convenience

Either Party may terminate this Agreement upon [____] days' prior written notice to the other Party.

5.3 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if:

(a) The other Party materially breaches this Agreement and fails to cure within [____] days after receiving written notice of the breach;

(b) The other Party becomes insolvent, files for bankruptcy, or has a receiver appointed;

(c) Provider's Alaska Business License or any required Professional License is revoked, suspended, or lapses; or

(d) Client fails to pay undisputed amounts within [____] days after written notice of non-payment.

5.4 Effects of Termination

Upon termination: (a) Client shall pay Provider for all Services satisfactorily performed and expenses properly incurred through the effective date of termination; (b) Provider shall deliver all completed and in-progress Deliverables to Client; (c) each Party shall return or destroy the other Party's Confidential Information; and (d) all SOWs in effect shall terminate concurrently, unless the Parties agree otherwise in writing.

5.5 Survival

Sections 4.3 (Late Payments), 7 (Confidentiality), 8 (IP), 9 (Restrictive Covenants), 11 (Indemnification), 12 (Limitation of Liability), and 14 (Dispute Resolution) survive termination.

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual Representations

Each Party represents and warrants that:

(a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;

(b) If transacting business in Alaska, it holds a valid Alaska Business License under AS 43.70 and, if required, a certificate of authority to transact business in Alaska from the Alaska Division of Corporations;

(c) It has full power and authority to enter into and perform this Agreement;

(d) Execution of this Agreement has been duly authorized and does not violate any other agreement to which it is a party.

6.2 Provider-Specific Warranties

Provider further warrants that:

(a) The Services will conform in all material respects to the specifications in the applicable SOW for [____] days following delivery (the "Warranty Period");

(b) Provider holds all Professional Licenses required under Alaska law (AS Title 08) for the Services to be performed;

(c) Provider will not knowingly infringe any third-party Intellectual Property Rights; and

(d) All personnel assigned to perform Services are legally authorized to work in the United States and, where applicable, hold required Alaska professional certifications.

6.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. THIS DISCLAIMER IS ENFORCEABLE UNDER ALASKA LAW IN COMMERCIAL CONTRACTS BETWEEN SOPHISTICATED PARTIES.

7. CONFIDENTIALITY AND TRADE SECRETS

7.1 Confidential Information

"Confidential Information" means any non-public information disclosed by either Party ("Discloser") to the other Party ("Recipient"), whether oral, written, electronic, or visual, that is designated as confidential or that, given the nature of the information or circumstances of disclosure, a reasonable person would understand to be confidential. Confidential Information expressly includes Trade Secrets as defined under the Alaska Uniform Trade Secrets Act (AS 45.50.910–945).

7.2 Obligations

Recipient shall:

(a) Use Confidential Information solely for purposes of performing under this Agreement;

(b) Restrict disclosure to employees, agents, and subcontractors with a legitimate need to know who are bound by confidentiality obligations at least as protective as those herein;

(c) Protect Confidential Information using at least the same degree of care Recipient uses for its own confidential information, but in no event less than reasonable care; and

(d) Promptly notify Discloser upon discovery of any unauthorized disclosure or use.

7.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach by Recipient; (b) was lawfully known to Recipient before disclosure; (c) is independently developed by Recipient without use of Discloser's Confidential Information; or (d) is rightfully received from a third party without confidentiality restriction.

7.4 Compelled Disclosure

Recipient may disclose Confidential Information to the extent required by court order, subpoena, or Applicable Law, provided that Recipient gives Discloser prompt written notice (where legally permissible) and cooperates in seeking protective treatment.

7.5 Trade Secret Remedies Under Alaska Law

The Parties acknowledge that misappropriation of Trade Secrets may give rise to claims under the Alaska Uniform Trade Secrets Act (AS 45.50.910–945), which provides for:

• Injunctive relief — including an injunction to prevent actual or threatened misappropriation (AS 45.50.910)
• Damages — for actual loss caused by misappropriation, unjust enrichment, and in lieu of damages, a reasonable royalty (AS 45.50.915)
• Exemplary damages — up to twice the actual damages award for willful and malicious misappropriation (AS 45.50.915(b))
• Attorney fees — to the prevailing party if misappropriation is made in bad faith, or a claim of misappropriation is made in bad faith (AS 45.50.920)

The statute of limitations for trade secret misappropriation claims is three (3) years from discovery. AS 45.50.925.

7.6 Duration

Confidentiality obligations survive termination of this Agreement for [____] years, except that obligations regarding Trade Secrets continue for as long as the information qualifies as a Trade Secret under AS 45.50.910 et seq.

8. INTELLECTUAL PROPERTY

8.1 Pre-Existing IP

Each Party retains all right, title, and interest in its pre-existing Intellectual Property Rights ("Background IP"). Neither Party acquires any rights in the other's Background IP except as expressly provided herein.

8.2 Deliverables — Ownership

Upon full payment of all applicable fees:

☐ Option A — Client Ownership: Provider hereby assigns to Client all right, title, and interest in and to the Deliverables, excluding Provider's Background IP and third-party materials embedded therein, which are licensed to Client on a non-exclusive, perpetual, worldwide, royalty-free basis solely for Client's use of the Deliverables.

☐ Option B — Provider Retains Ownership; Client License: Provider retains ownership of the Deliverables and grants Client a non-exclusive, perpetual, worldwide, royalty-free license to use, copy, and modify the Deliverables for Client's internal business purposes.

8.3 Work Made for Hire

To the extent permissible under the U.S. Copyright Act (17 U.S.C. 101), Deliverables created specifically for Client are deemed "work made for hire." To the extent any Deliverable does not qualify as work made for hire, Provider hereby irrevocably assigns to Client all right, title, and interest in such Deliverable upon full payment.

9. NON-SOLICITATION AND RESTRICTIVE COVENANTS

9.1 Non-Solicitation of Personnel

During the Term and for [____] months thereafter, neither Party shall directly or indirectly solicit for employment or hire any employee or contractor of the other Party who was materially involved in performing or receiving the Services, without the other Party's prior written consent. General advertisements or postings not specifically targeting such individuals are excluded.

9.2 Non-Competition — Alaska Common Law Standard

[Select one:]

☐ Option A — Non-Competition Included:

During the Term and for [____] months thereafter, Provider shall not, within [________________________________] (geographic scope), directly or indirectly provide services substantially similar to the Services to any client of Client identified in Exhibit B, provided that:

(a) This restriction is acknowledged to be a restraint of trade that Alaska courts will scrutinize carefully. Alaska has no non-compete statute; enforceability is governed entirely by common law reasonableness;

(b) Alaska courts evaluate non-competes by considering: (i) the time and geographic limitations; (ii) whether the restriction protects a legitimate business interest (trade secrets, customer relationships, specialized training); (iii) whether the restriction eliminates unfair competition rather than ordinary competition; (iv) hardship to the restricted party; and (v) public interest;

(c) The Parties intend this restriction to be enforceable. If any provision is found overbroad, the Parties request the court to reform (blue-pencil) the restriction to the minimum extent necessary to make it enforceable, consistent with Alaska case law permitting judicial reformation of good-faith restrictive covenants;

(d) Provider acknowledges receiving adequate consideration for this restriction, including [________________________________].

☐ Option B — No Non-Competition:

The Parties do not include a non-competition covenant. Provider may perform similar services for others, subject to the confidentiality and trade secret obligations of Section 7.

9.3 Non-Disparagement

Neither Party shall make disparaging or defamatory statements about the other Party. This provision does not restrict truthful statements made in connection with legal proceedings, regulatory filings, or as required by law.

10. DATA SECURITY AND PRIVACY

10.1 Alaska Personal Information Protection Act

If the Services involve access to or processing of personal information of Alaska residents, Provider shall comply with the Alaska Personal Information Protection Act (AS 45.48.010 et seq.), including:

(a) Data breach notification — Provider shall notify Client without unreasonable delay of any breach of security involving personal information, enabling Client to fulfill its notification obligations under AS 45.48.010;

(b) Reasonable security measures — Provider shall implement and maintain administrative, technical, and physical safeguards appropriate to the sensitivity of the personal information;

(c) Disposal — Upon termination, Provider shall securely destroy or return all personal information in its possession.

10.2 Data Processing Addendum

If the Services involve processing personal data subject to additional privacy laws (e.g., HIPAA, COPPA), the Parties shall execute a Data Processing Addendum.

11. INDEMNIFICATION

11.1 Mutual Indemnification

Each Party ("Indemnifying Party") shall indemnify, defend, and hold harmless the other Party, its Affiliates, and their respective officers, directors, employees, and agents ("Indemnified Parties") from and against any third-party claim, demand, suit, or proceeding ("Claim") arising out of or relating to:

(a) The Indemnifying Party's gross negligence or willful misconduct;

(b) The Indemnifying Party's violation of Applicable Law; or

(c) An allegation that materials provided by the Indemnifying Party infringe third-party Intellectual Property Rights.

11.2 Provider-Specific Indemnification

Provider shall additionally indemnify Client against Claims arising from: (a) Provider's failure to maintain required Alaska licenses or permits; (b) Provider's misappropriation of Trade Secrets; or (c) Provider's breach of the data security obligations in Section 10.

11.3 Procedure

The Indemnified Party shall: (a) promptly notify the Indemnifying Party of the Claim; (b) grant the Indemnifying Party sole control of the defense and settlement (provided that settlement does not impose non-monetary obligations on the Indemnified Party without consent); and (c) cooperate at the Indemnifying Party's expense.

12. LIMITATION OF LIABILITY

12.1 Liability Cap

EXCEPT FOR EXCLUDED CLAIMS (SECTION 12.3), EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED [________________________________] (e.g., the total fees paid or payable under the applicable SOW, or another agreed amount).

12.2 No Consequential Damages

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.

12.3 Excluded Claims

The limitations in Sections 12.1 and 12.2 do not apply to: (a) indemnification obligations; (b) breaches of confidentiality or trade secret misappropriation; (c) infringement of Intellectual Property Rights; (d) a Party's gross negligence or willful misconduct; or (e) Provider's obligations under the Alaska Personal Information Protection Act (AS 45.48.010 et seq.).

13. INSURANCE

Provider shall maintain at its own expense throughout the Term:

Provider shall furnish certificates of insurance upon request and shall provide 30 days' prior written notice of any material change, cancellation, or non-renewal. Alaska workers' compensation coverage is mandatory under AS 23.30 for all employers with one or more employees.

14. DISPUTE RESOLUTION AND GOVERNING LAW

14.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Alaska, without regard to conflict-of-laws principles.

14.2 Forum Selection

The state and federal courts located in [________________________________], Alaska (select: Anchorage / Fairbanks / Juneau) shall have exclusive jurisdiction over any action arising out of this Agreement not subject to arbitration under Section 14.4. Each Party irrevocably submits to such courts' personal jurisdiction.

14.3 Statute of Limitations

The Parties acknowledge that Alaska's statute of limitations for contract actions is three (3) years under AS 09.10.053. Nothing in this Agreement extends or shortens the applicable limitations period except as permitted by law.

14.4 Dispute Resolution Procedure

[Select one:]

☐ Option A — Arbitration:

Any dispute arising out of this Agreement shall be resolved by binding arbitration administered by [________________________________] (AAA / JAMS) under its [________________________________] Rules then in effect. The arbitral tribunal shall consist of [____] arbitrator(s). The seat of arbitration shall be [________________________________], Alaska. Judgment on any award may be entered in any court of competent jurisdiction. The arbitrator shall apply Alaska substantive law.

☐ Option B — Litigation Only:

Disputes shall be resolved exclusively in the courts specified in Section 14.2. The Parties do not elect arbitration.

☐ Option C — Mediation, Then Arbitration:

The Parties shall first attempt to resolve disputes through mediation administered by [________________________________] in [________________________________], Alaska. If mediation fails within [____] days, either Party may initiate binding arbitration under Option A above.

14.5 Attorney Fees — Alaska Rule 82

Alaska is an English Rule jurisdiction. Under Alaska Rule of Civil Procedure 82, the prevailing party in any civil action is entitled to a partial award of attorney fees. The Parties agree that the prevailing Party in any action to enforce this Agreement shall be entitled to reasonable attorney fees, costs, and expenses, consistent with Rule 82 and the terms herein.

Rule 82 fee schedule (contested cases with trial):

14.6 Jury Trial Waiver

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. THIS WAIVER IS ENFORCEABLE UNDER ALASKA LAW IN COMMERCIAL CONTRACTS BETWEEN SOPHISTICATED PARTIES.

14.7 Injunctive Relief

Nothing herein prevents either Party from seeking interim injunctive or equitable relief in any court of competent jurisdiction to prevent or restrain misappropriation of Confidential Information, Trade Secrets, or Intellectual Property Rights, consistent with AS 45.50.910 (trade secret injunctions).

15. FORCE MAJEURE — ALASKA-SPECIFIC EVENTS

15.1 Definition

Neither Party is liable for delay or failure to perform caused by events beyond its reasonable control ("Force Majeure Events"), including:

• Acts of God, earthquakes (Alaska is the most seismically active U.S. state), tsunamis, volcanic eruptions, avalanches
• Extreme weather conditions including blizzards, ice storms, severe cold snaps, and flooding
• Wildfire and associated smoke/air quality events
• Transportation disruptions including closure of the Alaska Highway, Alaska Marine Highway ferry cancellations, flight cancellations due to weather or volcanic ash
• Government-imposed restrictions, quarantine, or emergency declarations
• Labor disputes, strikes, or pandemic events
• Failure of telecommunications infrastructure in remote areas
• Extended power outages in rural Alaska communities

15.2 Notice and Mitigation

The affected Party shall provide prompt written notice of any Force Majeure Event and use commercially reasonable efforts to resume performance. If a Force Majeure Event continues for more than [____] consecutive days, either Party may terminate the affected SOW upon written notice.

16. GENERAL PROVISIONS

16.1 Amendment and Waiver

No amendment or modification is effective unless in writing and signed by authorized representatives of both Parties. No waiver is effective unless in writing and signed. A waiver on one occasion is not a waiver on any other occasion.

16.2 Assignment

Neither Party may assign or delegate this Agreement without the other Party's prior written consent, except that either Party may assign in its entirety to a successor in connection with a merger, acquisition, or sale of substantially all assets, upon written notice. Any purported assignment in violation of this Section is void.

16.3 Severability

If any provision is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions remain in full force and effect. The invalid provision shall be reformed to the minimum extent necessary to make it enforceable, consistent with the Parties' original intent.

16.4 Entire Agreement

This Agreement, together with all SOWs, Exhibits, and the Data Processing Addendum (if applicable), constitutes the entire agreement between the Parties concerning the subject matter and supersedes all prior and contemporaneous understandings, whether written or oral.

16.5 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts (including by PDF, DocuSign, or other electronic means), each of which is an original, and all of which together constitute one instrument. Electronic signatures are valid and enforceable under the Alaska Uniform Electronic Transactions Act (AS 09.80.010 et seq.) and the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. 7001–7031).

16.6 Notices

All notices must be in writing and delivered by personal delivery, recognized overnight courier, certified mail (return receipt requested), or email with confirmation of receipt, to the addresses in Section 1. Notices are deemed given: (a) upon receipt if personally delivered; (b) one (1) business day after deposit with overnight courier; (c) three (3) business days after deposit in certified mail; or (d) upon confirmed receipt if by email.

Alaska mailing note: For parties located in rural Alaska communities, allow additional delivery time. The U.S. Postal Service does not deliver to many Alaska communities by road; delivery may depend on air service, which is subject to weather delays.

16.7 Independent Contractor

Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Provider is solely responsible for all taxes, benefits, insurance, and employment-related obligations for its personnel.

16.8 Alaska Native Corporation and Tribal Considerations

If either Party is an Alaska Native corporation organized under ANCSA (43 U.S.C. 1601 et seq.) or a federally recognized Alaska tribal entity, the Parties acknowledge that:

(a) Sovereign immunity, if applicable, is not waived by entering into this Agreement unless expressly stated;

(b) Disputes arising on tribal lands may involve concurrent tribal and state jurisdiction;

(c) The selection of Alaska state law and forum in Section 14 is subject to any applicable sovereign immunity or jurisdictional limitations.

16.9 Alaska Business License Compliance

Both Parties represent that they hold valid Alaska Business Licenses under AS 43.70 to the extent required for the activities contemplated by this Agreement. A Party's failure to maintain a valid license does not excuse performance but may constitute grounds for termination under Section 5.3(c).

17. EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

EXHIBIT A — FORM OF STATEMENT OF WORK (SOW)

SOW No. [____]

Signatures:

ALASKA-SPECIFIC PRACTICE NOTES

☐ No State Income Tax and No State Sales Tax: Alaska is the only U.S. state with neither a state income tax nor a state sales tax. This simplifies tax provisions but practitioners must account for municipal sales taxes levied by certain boroughs and cities (e.g., Juneau at 5%, some Mat-Su communities). Address local tax responsibility explicitly.

☐ 3-Year Contract Statute of Limitations: Under AS 09.10.053, Alaska's statute of limitations for contract actions is 3 years — shorter than the 4-to-6-year periods common in other states. Calendar all claims carefully.

☐ Non-Compete Enforceability — Common Law Only: Alaska has no non-compete statute. Enforceability is governed entirely by common law reasonableness analysis. Courts are skeptical of overbroad restrictions but will enforce narrowly tailored covenants that protect legitimate business interests. If overbroad but drafted in good faith, Alaska courts may reform (blue-pencil) the restriction.

☐ Alaska Rule 82 Fee Shifting: Alaska's prevailing-party attorney fee rule is virtually unique among U.S. states. Under Rule 82, the prevailing party recovers a percentage of fees based on a statutory schedule. This significantly affects litigation risk calculations and should be highlighted during contract negotiations.

☐ Trade Secret Protection — AS 45.50.910: Alaska adopted the Uniform Trade Secrets Act with exemplary damages up to 2x actual damages for willful misappropriation and attorney fees for bad-faith claims.

☐ Alaska Native Corporation / Tribal Jurisdiction: When contracting with ANCSA corporations or tribal entities, sovereign immunity and jurisdictional issues may apply. Include express waivers of sovereign immunity where appropriate and consult with counsel experienced in Alaska Native law.

☐ Remote Community Logistics: For services requiring on-site performance in rural Alaska, address seasonal access (e.g., ice roads available only in winter, many communities accessible only by air or water), extended travel times, weather-related delays, and limited commercial infrastructure. Build adequate schedule buffers into SOWs.

☐ Alaska Permanent Fund Dividend: The PFD creates a unique economic consideration. For employment-adjacent agreements, ensure that independent contractor classification is genuinely appropriate — misclassification as an employee could affect PFD eligibility and Alaska Employment Security Tax obligations.

☐ Workers' Compensation Mandatory — AS 23.30: Alaska requires workers' compensation coverage for all employers with one or more employees. Confirm that Provider carries adequate coverage for all personnel assigned to perform Services.

☐ Professional Licensing — AS Title 08: The Alaska Division of Corporations, Business and Professional Licensing regulates over 40 professions. Verify that Provider holds all required licenses before execution. License verification is available at: https://www.prior.commerce.alaska.gov/web/cbpl/

SOURCES AND REFERENCES

• AS 45.50.910–945 — Alaska Uniform Trade Secrets Act
• AS 45.50.471 et seq. — Unfair Trade Practices and Consumer Protection Act
• AS 45.45.010 — Legal Rate of Interest
• AS 09.10.053 — Statute of Limitations for Contract Actions (3 years)
• AS 09.80.010 et seq. — Alaska Uniform Electronic Transactions Act
• AS 45.48.010 et seq. — Alaska Personal Information Protection Act
• AS 43.70 — Alaska Business License Requirements
• AS Title 08 — Businesses and Professions
• AS 23.30 — Alaska Workers' Compensation Act
• Alaska Rule of Civil Procedure 82 — Attorney Fees
• 43 U.S.C. 1601 et seq. — Alaska Native Claims Settlement Act (ANCSA)
• Alaska Division of Corporations, Business and Professional Licensing: https://www.commerce.alaska.gov/web/cbpl/

This template is for informational purposes only and does not constitute legal advice. Contract law and professional licensing requirements change; verify current Alaska requirements with a licensed Alaska attorney.