Contract with Tribal Entity

CONTRACT WITH TRIBAL ENTITY

AGREEMENT FOR [________________________________]

Contract Number: [________________________________]

Effective Date: [__/__/____]

PARTIES

TRIBAL PARTY:

[________________________________] Tribe/Nation
(or [________________________________], a [corporation/enterprise/agency] of the [________________________________] Tribe/Nation)

Principal Office: [________________________________]

City, State, ZIP: [________________________________]

Telephone: [________________________________]

Email: [________________________________]

(Hereinafter referred to as "Tribe" or "Tribal Entity")

CONTRACTOR/VENDOR:

[________________________________]

☐ Individual ☐ Corporation ☐ LLC ☐ Partnership ☐ Sole Proprietorship

Principal Office: [________________________________]

City, State, ZIP: [________________________________]

State of Organization: [________________________________]

Telephone: [________________________________]

Email: [________________________________]

(Hereinafter referred to as "Contractor")

RECITALS

WHEREAS, the Tribe is a federally recognized Indian tribe [or the Tribal Entity is a duly authorized entity of a federally recognized Indian tribe] exercising governmental and/or commercial functions;

WHEREAS, the Tribe has the authority to enter into contracts pursuant to its inherent sovereignty and applicable tribal law;

WHEREAS, Contractor possesses the expertise, qualifications, and resources to provide the goods and/or services described herein;

WHEREAS, the parties desire to enter into this Agreement under the terms and conditions set forth below;

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements contained herein, the parties agree as follows:

ARTICLE I: SCOPE OF WORK / GOODS

1.1 Description of Work/Goods

Contractor agrees to provide the following goods and/or services:

[________________________________]
[________________________________]
[________________________________]
[________________________________]

1.2 Detailed Scope

☐ Detailed Scope of Work attached as Exhibit A
☐ Specifications attached as Exhibit B
☐ Project schedule attached as Exhibit C

1.3 Deliverables

1.4 Standards of Performance

Contractor shall perform all work in a professional manner, consistent with industry standards, and in compliance with all applicable laws, regulations, and the requirements of this Agreement.

ARTICLE II: TERM

2.1 Contract Term

Commencement Date: [__/__/____]

Expiration Date: [__/__/____]

Initial Term: [________________________________]

2.2 Renewal

☐ No renewal option
☐ This Agreement may be renewed for [____] additional term(s) of [________________________________] each, upon mutual written agreement of the parties.

2.3 Early Termination

See Article VIII for termination provisions.

ARTICLE III: COMPENSATION

3.1 Contract Price

The total compensation under this Agreement shall not exceed:

Total Contract Amount: $[________________________________]

3.2 Payment Structure

☐ Fixed Price: $[________________________________]

☐ Hourly Rate:

• Rate: $[____] per hour
• Maximum hours: [____]

☐ Unit Price:

• See price schedule attached as Exhibit D

☐ Cost Reimbursement:

• Direct costs plus [____]% fee
• Ceiling amount: $[________________________________]

☐ Milestone Payments:
| Milestone | Amount | Due Upon |
|-----------|--------|----------|
| [________________________________] | $[________________] | [________________________________] |
| [________________________________] | $[________________] | [________________________________] |
| [________________________________] | $[________________] | [________________________________] |

3.3 Invoicing

Contractor shall submit invoices:

☐ Monthly
☐ Upon completion of milestones
☐ Upon completion of all work
☐ Other: [________________________________]

Invoices shall include:
☐ Contract number
☐ Description of work performed / goods delivered
☐ Period covered
☐ Amount due
☐ Supporting documentation

3.4 Payment Terms

Payment shall be made within [____] days of receipt of a proper invoice.

Payments shall be made by: ☐ Check ☐ ACH/Wire Transfer ☐ Other: [________________]

3.5 Tax Status

Contractor acknowledges that the Tribe:
☐ Is exempt from state sales tax
☐ Is not subject to state taxation for activities on tribal land
☐ May require Contractor to obtain tribal tax identification

ARTICLE IV: TRIBAL EMPLOYMENT RIGHTS ORDINANCE (TERO)

4.1 TERO Applicability

☐ TERO Applies: Work performed under this Agreement is subject to the [________________________________] Tribe's Tribal Employment Rights Ordinance.

☐ TERO Does Not Apply: This project is not subject to TERO requirements.

4.2 TERO Requirements (If Applicable)

If TERO applies, Contractor agrees to:

☐ Register with the tribal TERO office
☐ Pay applicable TERO fees ([____]% of payroll / contract value)
☐ Provide Indian preference in hiring
☐ Utilize Indian-owned subcontractors to the maximum extent practicable
☐ Submit required workforce reports
☐ Post job openings with the TERO office

4.3 Indian Preference Goals

☐ Minimum Indian hiring goal: [____]%
☐ Minimum Indian subcontracting goal: [____]%

ARTICLE V: REPRESENTATIONS AND WARRANTIES

5.1 Contractor Representations

Contractor represents and warrants that:

☐ Contractor has the legal authority to enter into this Agreement
☐ Contractor possesses all licenses, permits, and qualifications required
☐ Contractor has the personnel, equipment, and resources to perform
☐ All goods provided will be new, free from defects, and fit for their intended purpose
☐ All work will be performed in a professional and workmanlike manner
☐ Contractor is not debarred or suspended from federal contracting

5.2 Tribal Party Representations

The Tribal Party represents and warrants that:

☐ The Tribal Party has the authority to enter into this Agreement
☐ This Agreement has been duly authorized by the appropriate tribal authority
☐ The person signing has authority to bind the Tribal Party

ARTICLE VI: INSURANCE AND INDEMNIFICATION

6.1 Insurance Requirements

Contractor shall maintain the following insurance during the term of this Agreement:

☐ Commercial General Liability:

• Minimum: $[________________________________] per occurrence
• Minimum: $[________________________________] aggregate

☐ Professional Liability/Errors & Omissions:

• Minimum: $[________________________________]

☐ Workers' Compensation:

• As required by applicable law

☐ Automobile Liability:

• Minimum: $[________________________________]

☐ Other: [________________________________]

Additional Insured: The Tribe shall be named as an additional insured on all liability policies.

Certificate of Insurance: Contractor shall provide certificates of insurance prior to commencement and upon renewal.

6.2 Indemnification

Contractor shall indemnify, defend, and hold harmless the Tribe, its officers, employees, and agents from and against all claims, damages, losses, and expenses (including reasonable attorney's fees) arising out of or resulting from:

☐ Contractor's performance under this Agreement
☐ Contractor's negligence or willful misconduct
☐ Contractor's violation of any law or regulation
☐ Any claim that goods/services infringe intellectual property rights

ARTICLE VII: SOVEREIGN IMMUNITY

7.1 Acknowledgment of Tribal Sovereignty

Contractor acknowledges that the Tribe is a federally recognized Indian tribe possessing sovereign immunity from suit.

7.2 Limited Waiver of Sovereign Immunity

☐ No Waiver: The Tribe does not waive its sovereign immunity under this Agreement. Disputes shall be resolved pursuant to Article IX.

☐ Limited Waiver: The Tribe hereby provides a limited waiver of sovereign immunity solely for the purpose of enforcing this Agreement, subject to the following conditions:

a. Scope of Waiver:
This waiver is limited to:
☐ Breach of contract claims arising under this Agreement
☐ Claims for money damages not exceeding $[________________________________]
☐ Claims for specific performance
☐ Other: [________________________________]

b. Excluded from Waiver:
This waiver does NOT extend to:
☐ Claims for punitive, exemplary, or consequential damages
☐ Claims arising from Contractor's negligence or breach
☐ Claims not arising directly from this Agreement
☐ Enforcement against tribal assets other than: [________________________________]

c. Forum:
Claims under this waiver may be brought only in:
☐ The [________________________________] Tribal Court
☐ [State] state court located in [________________________________]
☐ The United States District Court for the [________________________________]
☐ Arbitration pursuant to Article IX

d. Authorization:
This waiver is authorized by:
☐ Tribal Council Resolution No. [________________________________], dated [__/__/____]
☐ Tribal Constitution, Article [____], Section [____]
☐ Tribal ordinance: [________________________________]
☐ Other tribal law: [________________________________]

7.3 Arm of the Tribe

☐ Not applicable
☐ The contracting Tribal Entity is an arm of the Tribe and shares in the Tribe's sovereign immunity. Any waiver herein is limited to this Tribal Entity.

ARTICLE VIII: TERMINATION

8.1 Termination for Convenience

Either party may terminate this Agreement for convenience upon [____] days' written notice to the other party.

8.2 Termination for Cause

Either party may terminate this Agreement for cause if the other party:

☐ Materially breaches this Agreement and fails to cure within [____] days of written notice
☐ Becomes insolvent or files for bankruptcy
☐ Is debarred or suspended from federal contracting

8.3 Effect of Termination

Upon termination:

☐ Contractor shall cease work and deliver all completed work product
☐ Tribe shall pay for all work satisfactorily completed through termination date
☐ Contractor shall return all tribal property and confidential information
☐ Provisions that by their nature should survive shall survive termination

ARTICLE IX: DISPUTE RESOLUTION

9.1 Informal Resolution

The parties shall first attempt to resolve any dispute through good faith negotiations between designated representatives.

9.2 Formal Dispute Resolution

If informal resolution fails, disputes shall be resolved as follows:

☐ Tribal Court: Disputes shall be submitted to the [________________________________] Tribal Court, which shall have exclusive jurisdiction.

☐ Mediation: Disputes shall be submitted to mediation before [________________________________]. Costs shared equally.

☐ Arbitration: Disputes shall be resolved by binding arbitration:

• Administered by: [________________________________]
• Location: [________________________________]
• Rules: [________________________________]
• Number of arbitrators: [____]
• Judgment on award may be entered in: [________________________________]

☐ Litigation: Disputes may be brought in [________________________________] court.

9.3 Governing Law

This Agreement shall be governed by and construed in accordance with:

☐ Federal law
☐ The laws of the [________________________________] Tribe/Nation
☐ The laws of the State of [________________________________], excluding conflicts of law principles

ARTICLE X: CONFIDENTIALITY

10.1 Confidential Information

Each party agrees to maintain the confidentiality of the other party's confidential information and not to disclose it to third parties without prior written consent.

10.2 Tribal Confidential Information

Contractor acknowledges that information regarding tribal government operations, finances, membership, and other matters may be subject to heightened confidentiality protections under tribal law.

10.3 Survival

Confidentiality obligations shall survive termination of this Agreement for a period of [____] years.

ARTICLE XI: INTELLECTUAL PROPERTY

11.1 Work Product Ownership

☐ All work product created under this Agreement shall be owned by the Tribe
☐ Contractor retains ownership of pre-existing intellectual property
☐ Other arrangement: [________________________________]

11.2 License Grant

☐ Contractor grants Tribe a perpetual, royalty-free license to use: [________________________________]
☐ Tribe grants Contractor a limited license to use tribal marks for: [________________________________]

ARTICLE XII: COMPLIANCE WITH LAWS

12.1 Applicable Laws

Contractor shall comply with all applicable:

☐ Federal laws and regulations
☐ Tribal laws, ordinances, and regulations
☐ State laws (to the extent applicable)

12.2 Specific Compliance Requirements

☐ Drug-Free Workplace
☐ Equal Employment Opportunity (to extent applicable)
☐ Environmental compliance
☐ Safety requirements
☐ Background checks for personnel
☐ Other: [________________________________]

ARTICLE XIII: GENERAL PROVISIONS

13.1 Entire Agreement

This Agreement, including all exhibits, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

13.2 Amendments

This Agreement may be amended only by written instrument signed by both parties.

13.3 Assignment

Neither party may assign this Agreement without the prior written consent of the other party.

13.4 Notices

All notices shall be in writing and sent to:

To Tribe: [________________________________]

To Contractor: [________________________________]

13.5 Independent Contractor

Contractor is an independent contractor. Nothing herein creates an employment, partnership, or joint venture relationship.

13.6 Waiver

Failure to enforce any provision shall not constitute a waiver of the right to enforce that or any other provision.

13.7 Severability

If any provision is held invalid, the remaining provisions shall continue in full force and effect.

13.8 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original.

ARTICLE XIV: SIGNATURES

TRIBAL PARTY:

By: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Authorization:
☐ Tribal Council Resolution No.: [________________________________]
☐ Resolution Date: [__/__/____]
☐ Other Authorization: [________________________________]

CONTRACTOR:

By: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

EXHIBITS

☐ Exhibit A - Scope of Work
☐ Exhibit B - Specifications
☐ Exhibit C - Project Schedule
☐ Exhibit D - Price Schedule
☐ Exhibit E - Insurance Certificates
☐ Exhibit F - Tribal Council Resolution (Authorizing Contract/Waiver)
☐ Exhibit G - TERO Compliance Plan

IMPORTANT NOTES FOR CONTRACTING WITH TRIBES

Sovereign Immunity Considerations

1. Verify Authority: Ensure the tribal representative has authority to sign and bind the tribe.

2. Waiver Validity: If immunity is waived, verify the waiver is properly authorized under tribal law.

3. Limited Remedies: Understand that without a valid waiver, legal remedies may be limited.

4. Forum Selection: Consider the practical implications of the chosen dispute resolution forum.

Best Practices

1. Due Diligence: Research the tribal entity's structure and contracting authority.

2. Clear Terms: Ensure payment terms, deliverables, and performance standards are specific.

3. Risk Allocation: Consider insurance and indemnification carefully.

4. Relationship Building: Tribal contracts often involve ongoing relationships; good faith dealings are essential.

SOURCES AND REFERENCES

• C & L Enterprises, Inc. v. Citizen Band Potawatomi Indian Tribe, 532 U.S. 411 (2001)
• Kiowa Tribe of Oklahoma v. Manufacturing Technologies, 523 U.S. 751 (1998)
• Council for Tribal Employment Rights - TERO

This contract template should be reviewed and modified by legal counsel familiar with federal Indian law and the contracting practices of the specific tribe involved.