Native American Law and Justice Center
Joint Venture Agreement
This Joint Venture Agreement ("Agreement") is entered into by and between NATIVE AMERICAN ECONOMIC ENTERPRISES, INC. ("NAEE"), a company incorporated under the authority of the Blackfeet Indian Nation and having a registered address at P.O. Box 2210, Browning, Montana 59417, and ECCLESIASTICAL COURT OF JUSTICE AND LAW, a company organized under the laws of the State of Washington, having its principal place of business at 75th Floor - Columbia Tower, Seattle, Washington 98178 hereinafter parties.
Recitals
Whereas, NAEE is in the business of pursuing tribal economic development opportunities in the United States and Canada, primarily, but not limited to Native Reservations of both countries ("Reservations"); and
Whereas, ECCLESIASTICAL COURT OF JUSTICE AND LAW is in the business of providing capital and expertise to contribute to the success of both ECCLESIASTICAL COURT OF JUSTICE AND LAW and NAEE's efforts to develop the management and infrastructure within the both the United States, Canada and Reservations, and maximize the capital put forth by both; and
Whereas, NAEE and ECCLESIASTICAL COURT OF JUSTICE AND LAW wish to work together to identify, develop and implement high priority investment projects within the U.S., Canada, and Reservations and for that purpose have met in Montana various times since February 2003; and
Whereas, NAEE and ECCLESIASTICAL COURT OF JUSTICE AND LAW now wish to enter into this Agreement to create a joint venture and establish a framework for their joint efforts in developing various opportunities and creating an overall strategy for development by their joint venture within the United States and Canada.
THEREFORE, NAEE and ECCLESIASTICAL COURT OF JUSTICE AND LAW hereby agree as follows:
1. DEFINITIONS
1.1 "Confidential Information" shall mean all information produced by or obtained by or from any Party concerning this Agreement, including without limitation the terms and conditions hereof, all information produced by or obtained by or from any Party in the course of carrying out activities contemplated by this Agreement, including without limitation any Project or Opportunity, and any information identified by the furnishing Party as confidential.
1.2 "Development Budget" shall mean the budget for Internal Development Expenses and Third Party Development Expenses, broken down into anticipated monthly expenditures, prepared and modified from time to time by the Management Committee and approved by the Parties and subject to a separate covenant between the Parties.
1.3 "Development Expenses" shall mean the sum of Internal Development Expenses and Third Party Development Expenses.
1.4 "Development Schedule" shall mean, with respect to each Project and Opportunity, the detailed time schedule for all Milestones for such Project or Opportunity, including a deadline for the initial viability determination under Section 5.2, and as modified and supplemented from time to time by the Management Committee and approved by the Parties.
1.5 "Effective Date" shall mean the latest date of execution for this Agreement by the original Parties hereto.
1.6 "Future Projects" shall have the meaning specified in Section 2.7.4.
1.7 "Internal Development Expenses" shall mean all internal costs of a Party (including a reasonable imputed cost of personnel time) and out-of-pocket expenses incurred with respect to development of the Projects, the O&M Business, and achievement of any other purpose, objective, or principle of the Joint Venture.
1.8 "Management Committee" shall have the meaning specified, and perform the functions described in Article 4.
1.9 "Material Breach" shall mean a breach of the terms or conditions of this Agreement that precludes continued pursuit of the Joint Venture by all Parties, including without limitation an unretracted unilateral decision by any Party to cease participation in the Joint Venture.
1.10 "Member" shall mean a member of the Management Committee, as specified in Section 4.1.
1.11 "Milestone" shall mean, with respect to each Project, each milestone item and date identified in the Development Schedule for such Project.
1.12 "O&M Business" shall have the meaning specified in Section 2.8.3.
1.13 "Officer" shall mean an officer of the Joint Venture and the Management Committee, as specified in Section 2.6.
1.14 "Opportunity" shall mean any particular business enterprise undertaken by or pursuant to the O&M Business.
1.15 "Party" shall mean NAEE or ECCLLESTICAL COURT OF JUSTICE AND LAW, or any other person that becomes a party to this Agreement pursuant to Section 2.5; "Parties" shall mean all such parties to this Agreement.
1.16 "Person" shall mean any individual, association, company, corporation, partnership, or trust, or any agency of division of federal, tribal, or state government, or any other legal entity.
1.17 "Project" shall mean any project undertaken pursuant to this Agreement, and each Future Project after the date that the Parties decide to pursue it, provided that such term shall not include either the O&M Business or any Opportunity; "Projects" shall mean all such projects undertaken pursuant to this Agreement.
1.18 "Pro Rata Share" shall mean a sharing fraction proportional to the Party's interest in the Joint Venture which on the effective date shall be as follows: NAEE 51% and ECCLESIASTICAL COURT OF JUSTICE AND LAW 49%.
1.19 "Reservations" shall mean the Native American Reservations in the United States and Native Reserves in Canada.
1.20 "Third Party" shall mean a person that is not a Party.
1.21 "Third Party Development Expenses" shall mean all third party costs, fees, and expenses reasonably and properly incurred concerning development of the Projects, the O&M Business, and the achievement of any other purpose, objective, or principle of the Joint Venture, including without limitation costs and fees for legal representation, technical studies, environmental research, financial management, and/or government relations.
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2. THE JOINT VENTURE
2.1 Formation. The Parties hereby create a joint venture ("Joint Venture") and agree to work as general partners in this joint venture pursuant to the terms and conditions set forth in this Agreement.
2.2 Name. The Joint Venture shall be known and identified and shall operate under the name "NATIVE AMERICAN TRIBAL LAW AND JUSTICE CENTER", provided that the Management Committee shall designate an alternative name if the U.S. Patent and Trademark Office does not issue a trademark for the above name.
2.3 Contact Information. Until otherwise provided by the Management Committee, the Joint Venture shall use as its business address and telephone and facsimile numbers such information of and for each Party as specified in Section 9.9.
2.4 Business Status. The Joint Venture shall be treated as a general partnership for all purposes, including without limitation accounting, taxes, and liability.
2.5 Revenue Sharing. All revenue generated in the United States and Canada and Reservations for the project shall be shared between partners (NAEE 50%, ECCLESIASTICAL COURT OF JUSTICE AND LAW 50%).
2.6 Additional Parties. Any third party may become a Party only after the third party accedes to the terms of this Agreement, the Management Committee provides written consent for the addition, and all Parties jointly consult and agree in writing on the terms of the addition, including without limitation an appropriate change in the respective Pro Rata Shares for the Joint Venture.
2.7 Purpose. The overall purpose of the Joint Venture is to create and implement a strategy for development by the Joint Venture business within both the Reservation and other areas in the United States and Canada that will be structured for the following purposes:
2.7.1 attract equity and debt investment for economic development and other industries;
2.7.2 improve the quality of life within Indian country by increasing the availability and reliability of various products and services at the lowest possible cost;
2.7.3 promote economic development within the Reservations and other Indian country areas through expansion of existing areas and creation of infrastructure that attracts new industries; and
2.7.4 provide satisfactory economic investment opportunity for each Party.
2.8 Objectives. Pursuant to the above purposes, the Joint Venture shall seek to achieve, without limitation, each of the following objectives:
2.8.1 formulate a plan for development and including further assessment of its economic feasibility, preparation of any environmental assessments, and establishment of a Development Schedule;
2.8.2 develop a plan for privatizing each project, under which the Joint Venture will develop, finance, and own the business after commencement of operations;
2.8.3 form a special purpose entity to offer services for the operations, maintenance, and management of projects ("O&M Business") within both the Reservation and the U.S. and Canada;
2.8.4 identify and explore the feasibility of the Joint Venture's development and implementation of projects within Indian country areas outside the Reservation that the Management Committee may from time to time recommend and the Parties approve (each a "Future Project"); and
2.8.5 achieve such other objectives, as the Parties may from time to time deem beneficial to pursue.
2.9 Principles. The Joint Venture will pursue the above purposes and objectives in a manner that will help promote the following principles:
2.9.1 promote conditions and policy changes necessary for private capital investment within the power sector;
2.9.2 formulate policies that will enable private recovery of justifiable start-up and operating costs for power sector investments;
2.9.3 mobilize financing from domestic and international sources with possible federal, tribal, or state guarantees to undertake development of projects and services in the various industries;
2.9.4 obtain all taxes and federal, tribal, and state concessions and exemptions available to ensure the economic viability of the Projects.
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3. ROLES OF THE PARTIES
3.1 Special Expertise. The Parties agree that each of them brings special expertise to the Joint Venture, and that they desire that each Party play a leading role in the development of the Projects and the O&M Business in each Party's respective areas of special expertise. In particular, the Parties will jointly provide overall development and strategy, and ECCLESIASTICAL COURT OF JUSTICE AND LAW will also provide business experience and provide the initial start up capital to adequately fund this Joint Venture Agreement.
3.2 Dedication of Resources. Each Party shall dedicate qualified personnel and other resources to the Joint Venture as necessary to achieve the Milestones for each Project and Opportunity and the purposes, objectives, and principles of the Joint Venture as specified in Article 2. Personnel committed by each Party shall remain employees of and shall continue to be on the payroll of such Party. All Parties' dedicated personnel shall work together as one cohesive team in developing the Projects and Opportunities and achieving the purposes, objectives, and principles of the Joint Venture.
3.3 Cooperation and Assistance. Each Party that does not take the lead role in a particular activity shall assist the Party that takes the lead role in that activity if so requested by the latter Party or the Management Committee. Each Party providing such assistance will cooperate with, and work in accordance with guidelines set by the Party leading the particular activity. If a Party has expertise in any particular function or task and such Party is not taking the relevant lead role, that Party may volunteer assistance to the Party taking the relevant lead role. Each Party shall keep all Parties regularly informed of the progress of tasks under its responsibility.
3.4 Sharing of Information. The Parties agree that each Party shall promptly provide the other with access to information concerning the Party, the Projects, and the Opportunities as reasonably requested by any other Party.
3.5 Use of Third Parties. The Parties acknowledge that it may be necessary to hire and/or enter into agreements with third parties to achieve the purposes, objectives, and principles of the Joint Venture. Development Budgets shall provide for such hiring and/or agreements, which may be arranged for either by the Joint Venture as an entity or by a Party. Expenses for any third party hiring or agreement, which is not approved or ratified by the Management Committee, shall be borne solely by the Party, which arranges for such hiring or agreement.
3.6 Liability Limitation. Notwithstanding anything to the contrary in this Agreement, no Party shall incur liability to any other Party as a result of its performance of the lead role for any development task except in the case of willful misconduct or gross negligence, and no Party shall be liable to any other Party for special, indirect, or consequential damages or loss howsoever arising even if the relevant Party or Parties were aware of the possibility of such damages or loss occurring.
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4. MANAGEMENT COMMITTEE
4.1 Establishment; Members. Within 7 days after the effective date of this Agreement, the Parties shall establish a Management Committee. Each Party shall appoint three separate Members of the Management Committee and may appoint temporary designees or proxies or permanent replacements for those Members upon written notice to the other Parties, provided that such designees, proxies, or replacements shall not already be Members.
4.2 Officers. At its first meeting and thereafter as necessary to fill vacancies, the Management Committee may assign additional duties and/or authorities to any Officer:
4.2.1 Chairman. The Chairman shall preside over all Management Committee meetings, and shall execute on behalf of the Joint Venture all legally binding documents authorized to be executed by the Management Committee.
4.2.2 Vice-Chairman. The Vice-Chairman shall fulfill the duties and authorities of the Chairman in the absence or incapacity of the Chairman as determined beforehand by the Chairman or the Management Committee.
4.2.3 Secretary. The Secretary shall make and retain all non-financial records of and for the Joint Venture, including without limitation written minutes for each Management Committee meeting, all formal decisions of the Management Committee, and copies of all agreements entered into by and for the Joint Venture, and as necessary shall attest to legally binding documents executed on behalf of the Joint Venture.
4.2.4 Treasurer. The Treasurer shall make and retain all financial records of and for the Joint Venture, shall manage any bank accounts established or controlled by the Joint Venture, and shall make such reports in the time and manner as directed by the Management Committee.
4.3 Meetings. Management Committee meetings shall be governed as follows:
4.3.1 Timing and Conduct. The Management Committee shall meet as frequently as required as determined by it or upon request of any Member. The Chairman shall preside over all meetings.
4.3.2 Notice. Except as otherwise agreed by a majority of the Management Committee, 120 hours advance notice by receipt verifiable means shall be given for each meeting.
4.3.3 Location; Attendance. The Members shall select locations for meetings that minimize and alternate inconveniences to the Members, having due regard for topics for discussion and other appropriate considerations, provided that meetings may be held by telephone conference call permitting each attending Member simultaneously to hear and speak to all other attending Members.
4.3.4 Quorum. The quorum for meetings shall be two Members appointed by each Party, whether present in person or by telephone, and no business of the Management Committee shall take place at a meeting without a quorum.
4.3.5 Minutes. The Secretary shall make and retain written minutes for each meeting, which shall include without limitation a record of matters discussed and decisions made, and which shall be approved as the first order of business at the next meeting.
4.4 Decisions. The Management Committee shall make all decisions by votes of four or more Members in favor of such decisions at meetings after appropriate discussions, provided that each Member attending a meeting shall have one vote in all decisions made at that meeting.
4.5 Authority. The Management Committee shall have authority to make decisions regarding implementation of this Agreement, development of the Projects and the O&M Business, and achievement of the purposes, objectives, and principles of the Joint Venture, including without limitation the following:
4.5.1 set the name and contact information for the Joint Venture and consent to additional parties to the Joint Venture;
4.5.2 set the strategy for achieving the purposes, objectives, and principles of the Joint Venture;
4.5.3 assign, modify, or reassign the role(s) of each Party for Projects, Opportunities, and any development tasks therefore, and resolve any conflicts of interest;
4.5.4 elect the Officers and authorize the Chairman to execute legally binding documents on behalf of the Joint Venture;
4.5.5 establish, buy, sell, use, invest, apportion, and dispose of any assets of an for the Joint Venture, including without limitation the housing plant, and the bank accounts;
4.5.6 approve or ratify Third Party Development Expenses and agreements with or hiring of third parties;
4.5.7 prepare Development Budgets and Development Schedules, including any modifications and supplements thereto;
4.5.8 develop and approve the overall technological approach and general equipment configuration to be used for each Project, and make viability determinations;
4.5.9 develop proposals to pursue any Future Projects; and 4.5.10 develop proposals that the Joint Venture pursue any objective other than those set forth in Sec. 2.7.
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5. PROJECT AND BUSINESS DEVELOPMENT
5.1 Project Development Budgets and Schedules.
5.5.1 Presentation. The Management Committee shall present to the Parties a Development Budget and a Development Schedule for each Project within 30 days after the Management Committee decides to pursue that Project, provided that such Budget and Schedule for the housing plant shall be presented to the Parties within 30 days after the effective date of this Agreement.
5.5.2 Approval. The Parties shall approve each Development Budget and each Development Schedule within 30 days after its presentation to the Parties by the Management Committee, provided that approval of a Development Budget and/or Development Schedule shall constitute the agreement of the Parties to commence and pursue the development of such Project pursuant to that Budget and/or the Milestones specified in that Development Schedule.
5.2 Initial Development. The Parties agree that each Project shall be de veloped pursuant to this Agreement until such time as the Management Committee determines the viability of the Project consistent with the purposes, objectives, and principles identified in Article 2 which are relevant to that Project, provided that where the Management Committee determines that a Project is not viable, then the obligation to continue development of that Project shall cease.
5.3 Additional Agreements. If the Management Committee determines that a Project is viable under the preceding provision, the Parties will prepare and execute a separate agreement governing completion of the development and implementation of that Project by the Joint Venture, provided that each such separate agreement shall include without limitation provisions concerning implementation of the relevant Development Budget and Development Schedule and the relevant respective responsibilities of the Parties.
5.4 O&M Business Development. The Management Committee shall prepare and the Parties shall approve a detailed term sheet for the structure and objectives of the O&M Business, provided that if the Management Committee deems appropriate, the Management Committee shall prepare and the Parties shall approve a Development Budget and/or a Development Schedule governing the development and implementation of any Opportunity.
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5.5 Expenses.
5.5.1 Internal and Third Party. For each Project and Opportunity, each Party shall agree/bear Internal Development Expenses, and shall be responsible for paying of all Third Party Development Expenses that have been approved or ratified by the Management Committee.
5.5.2 Pre-Approval. The Management Committee shall have the authority incur or approve Third Party Development Expenses before approval of a Development Budget if the Management Committee deems it necessary for continued development of a Project.
5.5.3 Payments. All payments to goods or services providers pursuant to this Agreement will be made solely by check or bank transfers.
5.6 Equity and Income. All equity and income of the Joint Venture shall be apportioned among the Parties according to the revenue sharing breakdown outlined in Sec 2.5.
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6. DISPUTE RESOLUTION
6.1 Informal Resolution. If a Party asserts a dispute about performance of any obligation arising under or relating to this Agreement, the Parties shall meet and seek in good faith to resolve that dispute.
6.2 Notice and Arbitrator Selection. If a dispute cannot be resolved by the Parties informally, the first asserting Party shall chose an Arbitrator and give prompt written notice of the dispute and the Arbitrator selection to the second Party. Within 5 business days after receipt of that notice, the second Party may notify the first Party and the first Arbitrator of the second Party's selection of a second Arbitrator for resolution of the dispute, and of any additional dispute(s) to be addressed in the dispute resolution process. If the second Party chooses a second Arbitrator, the two Arbitrators themselves shall choose a third Arbitrator within 10 business days after receipt of the initial notice by the second Party, and all of the Arbitrators shall collectively facilitate resolution of the dispute(s).
6.3 Mediation. No later than 20 business days after receipt of the initial notice of dispute and Arbitrator selection, the Arbitrators) shall hold an informal meeting with the Parties in an attempt to mediate the dispute. The Arbitrators) may hold additional meetings with the Parties to continue attempts to mediate the dispute solely with the concurrence of all Parties.
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6.4 Arbitration
6.4.1 Setting. If a dispute arising under this Agreement is not resolved through mediation, the Arbitrator(s) at the conclusion of the mediation shall establish a date, not less than 10 or more than 30 days thereafter for a hearing to resolve the dispute. The hearing shall be held at a location agreed to by the Parties, or otherwise selected by the Arbitrator(s) with preference given to Browning, Montana.
6.4.2 Preparation. The Parties shall cooperate with each other in promptly exchanging information regarding any dispute, but neither party shall have the right to compel discovery from the other. The Arbitrator(s) may visit any site at issue in a dispute at their own option but accompanied by representatives of both parties. The Parties shall all have the right to make one written submission to the Arbitrator(s) before the hearing no later than 3 business days before it.
6.4.3 Procedure. The hearing shall be conducted by the Arbitrators) in an informal and expeditious manner without transcript or recording. At the hearing, each Party may make a brief statement and present documentary and other evidence to support its position, including but not limited to testimony of not more than 4 individuals, 2 of whom may be outside experts. There shall be no presumption in favor of any Party's position.
6.4.4 Decision. Not later than 10 days after conclusion of the hearing, the Arbitrator(s) shall render a decision in writing for the dispute, which shall briefly state the basis for the decision. If there is not more than one Arbitrator for a dispute, the decision must be supported by at least two Arbitrator(s). The decision of the Arbitrator(s) shall be final and binding on the Parties for all purposes.
6.5 Costs. Costs of dispute resolution under this Agreement shall be paid equally by the Parties, or otherwise apportioned between the parties as determined by the Arbitrator(s).
6.6 Enforcement and Confirmation. Any court of competent jurisdiction may enforce these dispute resolution provisions or confirm an award made hereunder.
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7. TERM AND TERMINATION
7.1 Timing. This Agreement shall enter into force in the effective date and shall terminate on the earliest of the following:
7.1.1 Completion, namely, the date when the Management Committee determines that all Projects, the O&M Business, and all other purposes and objectives of the Joint Venture have been achieved;
7.1.2 Abandonment, namely, the date when the Management Committee decides to abandon permanently the Projects, the O&M Business, and the other purposes and objectives of the Joint Venture; or
7.1.3 Material Breach, namely, either of the following: (a) the date 90 days after the date when one Party notifies the other Parties of its intent to cease participation in the Joint Venture, provided that the Party does not retract that notice in writing within that period; or (b) the date 30 days after the date when one Party notifies the other Parties specifying in reasonably sufficient detail a Material Breach of this Agreement committed by another Party, provided that the breach continues unremedied within that period.
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7.2 Winding Up of Affairs.
7.2.1 Survival of Terms. Except as otherwise provided in this Agreement, the terms of this Agreement shall remain in force after termination of this Agreement so long as necessary to provide for and govern the winding up of the affairs of the Joint Venture.
7.2.2 Dispute Resolution. If this Agreement terminates due to a Material Breach, the non-breaching parties shall be entitled to awarded damages therefore if any, in accordance with the terms and dispute resolution provisions of this Agreement.
7.2.3 Account Settlement. Upon termination of this Agreement, and concurrently with any dispute resolution proceedings instituted pursuant to the preceding provision, each Party shall remain responsible for, and immediately pay, all costs and expenses contemplated to be paid by it pursuant to this Agreement, and each Party shall be entitled to and be promptly paid and/or distribu ted its Pro Rata Share of the equity, assets, and income of the Joint Venture.
7.2.4 Supervision; Compensation. Upon termination of this Agreement, the Chairman shall supervise the winding up of the affairs of the Joint Venture, provided that all expenses of the winding up, including without limitation the reasonable imputed cost of personal rime for any Officer, Member, or Party involved therein, shall be borne by the Parties according to their respective Pro Rata Shares.
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8. REPRESENATATIONS AND WARRANTIES
8.1 Due Organization. Each Party hereby represents and warrants that it is a corporation duly organized, validly existing, and in good standing under the laws of the country, tribe, or state of its origination as stated in the preamble of this Agreement and that it has all requisite corporate power and authority to own, lease, and operate its assets, properties, and business, and to carry on its business.
8.2 Corporate Action. Each Party hereby represents and warrants that its execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all requisite corporate actions and will, as at the date of performance, comply with all applicable legal and regulatory requirements, and that this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms, except for laws of general applicability affecting the rights of creditors.
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9. MISCELLANEOUS
9.1 Assignment. This Agreement shall be binding on and inure to the benefit of the Parties and their respective successors and assigns. Any Party may assign its interests, rights, and obligations under this Agreement to any third party, provided that the Management Committee shall approve of any such assignment in advance in writing.
9.2 Exclusivity. Each Party acknowledges that other public and private persons may presently or in the future be involved with one or more of the Projects. Each Party may initiate, solicit, and negotiate any offer from any such person to develop or implement, or participate in the development or implementation of one or more Projects, but only in its capacity as a member and representative of the Joint Venture and subject to the terms and conditions of this Agreement. Notwithstanding the foregoing, if the Management Committee determines under this Agreement that a Project is not viable, any Party may proceed with the development of that Project either on its own or with other persons provided that the other Parties shall be reimbursed by that Party on the financial closing of such Project for any previously unreimbursed Development Expenses incurred by such Party in connection therewith.
9.3 Confidentiality. A Party shall not disclose or reveal any Confidential Information to any third party (other than any Affiliated Company of a Party) without the prior written consent of the other Parties, unless; (a) the information has ceased to be confidential by virtue of entering the public domain other than through breach of the confidentiality obligation undertaken herein, or (b) mandatory provisions of applicable law or regulation require disclosure, in which even the relevant Party shall immediately inform the other Parties and take measures to protect the confidentiality of the relevant information. This provision shall remain in full force and effect for a period of 5 years after termination of this Agreement.
9.4 Announcements. Except as required by any applicable law or regulation, no Party shall cause to be made or issued any public announcement or press release about this Agreement, the Joint Venture, or any other Party without the prior written consent of the other Parties or relevant Party, as the case may be. This provision shall remain in full force and effect for a period of 5 years after termination of this Agreement.
9.5 Legal Relationship. No Party may undertake any legal obligation on behalf of any other Party or legally bind any other Party without such Party's express prior written consent. This Agreement creates no legal relationship between the parties except as expressly set forth herein, and no Party shall be held responsible for any other Party's wages, taxes, insurance, fringes, overhead or profit.
9.6 Governing Law. This Agreement shall be governed by and construed in accordance with the law of the Blackfeet Indian Nation where applicable, and secondly, the law of the State of Montana, United States and Canada.
9.7 Amendments. No amendment of this Agreement shall be valid or binding unless set forth in writing and duly executed by all Parties. If any restructuring or reorganization of a Party affects in any way Project, the O&M Business, or any other purpose or objective of the Joint Venture, the Parties shall negotiate in good faith any amendments to this Agreement and/or additional agreements, in each case acceptable to all Parties, necessary to accomplish the intent of this Agreement.
9.8 Waivers. No waiver of any breach of any provision of this Agreement shall be effective or binding unless made in writing and signed the Party purporting to give the same and, unless otherwise provided in the written waiver, shall be limited to the specific breach waived.
9.9 Notices. Any notice or other writing required or permitted to be given to any Party under or pursuant to this Agreement shall be sufficiently given and effective as follows: (a) via personal delivery, immediately upon receipt, (b) via prepaid registered mail, 5 days after the date of mailing, or (c) via facsimile, immediately upon receipt by the sender of a successful transmission report in respect of all pages sent. Any such notice or writing shall be given to the following or at such other address or fax number as the Party to whom such notice or writing is to be given has provided to the Party giving the same in the manner provided herein.
If to NAEE:
Native American Economic Enterprises, Inc.
101 East Main St., P.O. Box 2210
Browning, Montana 59417
Telephone: (406) 338-2607
Facsimile: (406) 338-2570
If to E.CJ.L.
ECCLESIASTICAL COURT OF JUSTICE AND LAW
Tel: (206) 384-9220 ~ (206) 409-7025 ~ (206) 260-7199
Fax: (206) 274-4816
75th Floor - Columbia Tower, Seattle, Washington 98178
scripturalaw@yahoo.co.uk
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9.10 Compliance with Laws. The Parties agree to comply with all laws and regulations applicable to them, the Projects, the O&M Business and any other purpose, objective, or principle of the Joint Venture, including without limitation, requirements for payments of income, social security, unemployment, and other taxes that Joint Venture activities may generate.
9.11 Indemnification. Each Party shall, at its sole cost and expense, indemnify, protect, defend, and hold harmless each of the other Parties, and their respective agents, employees, officers, directors, and affiliates ("Indemnified Parties") from and against any claims, demands, losses, costs, expenses, obligations, litigation, judgments, disembursements, causes of action, liabilities and damages of any kind or nature whatsoever, including without limitation interest, penalties, and attorney's fees, which may at any time be imposed upon, incurred by, or asserted or awarded against the Indemnified Parties and which arise from or out of the Party's breach of any provision, representation, or warranty made in this Agreement. This provision shall survive termination of this Agreement.
9.12 References. In this Agreement, unless otherwise indicated, the singular includes the plural and the plural the singular; references to Sections and Annexes are to this Agreement; references to any agreement shall be deemed to include all subsequent amendments, extensions and other modifications thereto; and references to any person or Party shall include their respective successors and assigns.
9.13 Legal Representation. The Parties agree to retain the law firm of Ecclesiastical Court of Justice at 4344 South 104th place, Seattle, Washington 98178, as legal counsel for the Joint Venture with the understanding that said law firm has and does otherwise represent NAEE and the owners of NAEE on special projects. The Parties hereby consent to this engagement and waive any relevant conflict of interest.
- Integration. This Agreement constitutes the entire agreement of the parties concerning the subject matter of this Agreement and cancels and supercedes any prior, oral or written, understandings and agreements of the Parties concerning such subject matter, including without limitation the Letter of Intent. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express or implied, between the Parties other than those expressly set forth in this Agreement.
IN WITNESS WHEREOF, the Parties execute this Agreement on the dates below:
Ecclesiastical Court of |
Native American |
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"What lies behind us and what lies before us are small matters compared with what lies within us." - Ralph Waldo Emerson
"Why do you call me 'Lord, Lord' and do not do what I say?" - Jesus, Luke 6:46