Common use of Offset and Deduction Clause in Contracts

Offset and Deduction. The Court may deduct from any payment upon termination: All payments previously made by the Court for Services covered by Contractor’s final invoice. The amount of any claim that the Court may have against Contractor in connection with this Agreement. Where Contractor is terminated for cause, in the event the Court determines it must provide services to remedy the results of Contractor’s inadequately performed Services, the Court may deduct, from any amounts owed Contractor hereunder, the Court’s good faith estimate of the reasonable cost of replacing performance of such inadequately performed Services. Contractor will provide to the client or subsequent counsel at no cost copies of all relevant client files produced by Contractor in the course of its performance of Services including, without limitation, any motions or briefs. Contractor will provide these copies upon request by the client or upon appointment of subsequent counsel. The client or the subsequent counsel may use the materials in the client file at his or her discretion. All reports, records, files, documents, memoranda, schedules, recordings, information and other materials or data that the Contractor is required to create by the Court or provide to the Court pursuant to this Agreement (collectively, “Data”) are the sole property of the Court without the payment of additional compensation to Contractor. Contractor shall provide the Court with all Data within thirty (30) days of the Court’s written request. However, nothing in this Section 19 is intended to create any right in any person or entity to any Data that is covered by the attorney work-product doctrine. Contractor shall maintain, at all times during the term of this Agreement, an unallocated operating reserve at least equal to 11.5 percent of the total annual contract amount. Contractor shall maintain, at all times during the term of this Agreement, an additional reserve (distinct from the reserve identified in Section 20.A above) in an amount at least equal to outstanding employee leave balances. [The unallocated operating reserve shall be established and maintained according to procedures developed by the Contractor’s Board of Directors. Expenditures from the unallocated operating reserve shall follow the procedures set forth by the Board of Directors and shall be reflected in the financial information the Contractor furnishes to the Court.] Contractor shall notify the Court within forty-five (45) calendar days if any reserve required by this Section 20 falls below the applicable minimum level. Contractor shall include with the notification: (1) a detailed explanation of the reason(s) for the reduced reserve level and (2) a plan for specific operational change(s) to increase the reserve to the mandatory minimum level. Contractor shall not be deemed to be in breach of this Agreement if any reserve required by this Section 20 falls below the applicable minimum level if Contractor has implemented a plan to raise the applicable reserve to the minimum level within a reasonable period of time. For avoidance of doubt, any line of credit or similar instruments may be used to determine whether the reserves required under this Section 20 have been met. Contractor understands and agrees that, in the performance of the Services under this Agreement or in contemplation thereof, Contractor may have access to private or Confidential Information that may be owned or controlled by, or entrusted to, the Court, their personnel or constituents and that the disclosure of such information to Third Parties may be damaging to the Court. Contractor agrees that all information disclosed to Contractor in connection with this Agreement shall be held in confidence and used only in the performance of the Agreement. Contractor shall exercise the same standard of care to protect such information as Contractor uses to protect its own proprietary information and in any case, no less than a reasonably prudent person or entity would use to protect its own proprietary data. Notwithstanding the foregoing, Contractor may disclose the Confidential Information to the extent necessary to comply with any law, rule, regulation or ruling applicable to it or as appropriate to respond to any summons or subpoena applicable to it; provided, however, that Contractor has given reasonable prior notice of its intention to disclose in order to give the court an opportunity to seek a protective order. Contractor agrees that monetary damages are inadequate to remedy any breach or threatened breach of this provision and, accordingly, consents to injunctive relief for any breach or threatened breach hereof without the posting of any bond.