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20. ATTORNEY FEES In the event a lawsuit is instituted by STATE to obtain performance due of any kind under this contract, and STATE is the prevailing party, CONTRACTOR shall, exceptwhen prohibited by N. D.C.C. § 28-26-04, pay STATE'S reasonable attorney fees and costs in connection with the lawsuit. 21. ALTERNATIVE DISPUTE RESOLUTION -JURY TRIAL STATE does not agree to any form of binding arbitration, mediation, or other formsof mandatory alternative dispute resolution. The parties have the right to enforce their rights and remedies in judicial proceedings. STATE does not waive any right to a jury trial. 22. CONFIDENTIALITY CONTRACTOR agrees not to use or disclose any information it receives from STATE under this contract that STATE has previously identified as confidential or exempt from mandatory public disclosure except as necessary to carry out the purposes of this contract or as authorized in advance by STATE. STATE agrees not to disclose any information it receives from CONTRACTOR that CONTRACTOR has previously identified as confidential and that STATE determines in its sole discretion is protected from mandatory public disclosure under a specific exception to the North Dakota open records law, N.D.C.C. § 44-04-18. The duty of STATE and CONTRACTOR to maintain confidentiality of information under this section continues beyond the term of this contract, or any extensions or renewals of it. 23. COMPLIANCE WITH PUBLIC RECORDS LAW CONTRACTOR understands that, except for disclosures prohibited in Section 22, STATE mustdiscloseto the public upon requestany records it receives from CONTRACTOR. CONTRACTOR further understands that any records that are obtained or generated by CONTRACTOR under this contract, except for records that are confidential under Section 22 may, under certain circumstances, be open to the public upon request under the North Dakota open records law. CONTRACTOR agrees to contact STATE immediately upon receiving a request forinformation under theopenrecordslawandtocomplywith STATE'S instructions on how to respond to the request. The CONTRACTOR acknowledges that its offender records are subject to the provisions of N.D.C.C. §§12-44.1-28 and 12-47-36. The CONTRACTOR shall comply with the provision of North Dakota's open records laws, subject to the restrictions and limitations of N.D.C.C. §§ 12-44.1-28 and 12-47-36. 24. WORK PRODUCT, EQUIPMENT AND MATERIALS All work product, equipment or materials created or purchased under this contract belong to STATE and must be delivered to STATE at STATE'S request upon termination of this contract. CONTRACTOR agrees that all materials prepared under this contract are "works for hire" within the meaning of the copyright laws of the United States and assigns to STATE all rights and interests CONTRACTOR may have in the materials it prepares under this contract, including any right to derivative use of the material. CONTRACTOR shall execute all necessary documents to enable STATE to protect its rights under this section. 25. INDEPENDENT ENTITY CONTRACTOR is an independent entity under this contract and is not a STATE employee for any purpose, including the application of the Social Security Act, the Fair Labor Standards Act, the Federal Insurance Contribution Act, the North Dakota Unemployment Compensation Law and the North Dakota Workers' Compensation Act. CONTRACTOR retains sole and absolute discretion in the manner and means of carrying out CONTRACTOR'S activities and responsibilities under this contract, except to the extent specified in this contract. 26. NONDISCRIMINATION AND COMPLIANCE WITH LAWS CONTRACTOR agrees to comply with all applicable laws, rules, regulations and policies, including those relating to nondiscrimination, accessibility and civil rights. CONTRACTORS agrees to timely file all required reports, make required payroll deductions, and timely pay all taxes and premiums owed, including sales and use taxes and unemployment compensation and workers' compensation premiums. CONTRACTOR shall have and keep current at all times during the term of this contract all licenses and permits required by law. 27. STATE AUDIT All records, regardless of physical form, and the accounting practices and procedures of CONTRACTOR relevant to this contract are subject to examination by the North Dakota State Auditor or the Auditor's designee. CONTRACTOR will maintain all such records for at least three years following completion of this contract. 28. REPAYMENT STATE will not make any advance payments before performance by CONTRACTOR under this contract. Page 5 of 9