Business Association Rules

BUSINESS ASSOCIATION RULES

This Business Association Rules Agreement (the "Rules") is made effective as of Effective Date: by and between Association Name: and Member Business Name: .

WHEREAS

WHEREAS, the Association is an organization formed to advance the collective business interests of its members, to provide programs, promote best practices, and support common initiatives; and

WHEREAS, the Member seeks to obtain the benefits, services and participation rights of membership under the terms set forth in these Rules; and

WHEREAS, the parties desire to set forth the duties, payment obligations, governance procedures and enforcement mechanisms applicable to membership and association activities.

SCOPE OF WORK

The Association will provide the Member with the following programs, services and duties. The scope may include advocacy, networking events, educational programming, marketing support, and administrative services as detailed below. The Association shall perform such duties in a commercially reasonable manner consistent with these Rules.

MEMBERSHIP AND REPRESENTATIVES

Membership confers rights and obligations as set forth in these Rules. The Member designates the individual below as the primary contact and authorized representative for notices and voting by the Member.

Corporation LLC Partnership Individual/Sole Proprietor

PAYMENT TERMS

The Member shall pay dues, assessments and other charges as required by the Association. Payment is a condition of continued membership and participation in Association programs.

If payment is not received within the period specified above, the Association may suspend Member privileges, restrict access to events and pursue collection. Late fees and collection costs, including reasonable attorneys' fees, shall be recoverable from the Member.

TERM AND TERMINATION

The term of this Rules arrangement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with these Rules.

Either party may terminate for convenience upon written Notice Period: days prior written notice. The Association may terminate immediate membership privileges for material breach, including failure to pay dues, after providing written notice and a reasonable opportunity to cure where applicable.

CONFIDENTIALITY

Each party acknowledges that in connection with membership and participation, it may receive confidential or proprietary information of the other party or of third parties. Confidential information includes non-public financial data, member lists, proprietary programs, trade secrets and other information designated as confidential.

Each party shall (a) use confidential information solely for the purposes of performing obligations under these Rules; (b) restrict disclosure to its employees, agents or contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to protect confidentiality. Confidentiality obligations shall not apply to information that is or becomes publicly available other than by breach of these Rules, is rightfully received from a third party without obligation of confidentiality, or is independently developed.

A party may disclose confidential information to the extent required by law or order of a competent authority, provided that the disclosing party gives prior notice to the other party to seek appropriate protective relief.

GOVERNANCE, MEETINGS, AND VOTING

The Association's Board of Directors shall govern association policy subject to the Articles and any charter. Regular meetings, special meetings and voting procedures shall be conducted pursuant to the Association's bylaws and these Rules. Each Member shall be entitled to the voting rights set forth by member class and in the bylaws.

AMENDMENTS; ENTIRE AGREEMENT

These Rules may be amended by the Association in accordance with the amendment procedures set forth in the bylaws or by a two-thirds vote of a quorum of the Board, provided that substantive changes materially affecting member obligations shall require prior notice to Members and an opportunity to vote where required by the bylaws.

Entire Agreement: These Rules, together with any exhibits or schedules expressly incorporated herein, constitute the entire agreement between the Association and the Member with respect to the subject matter and supersede all prior oral and written agreements, understandings and communications.

ENFORCEMENT; REMEDIES; INDEMNIFICATION

Remedies: The Association is entitled to enforce these Rules by injunction or any other available remedy at law or equity. Enforcement may include suspension of privileges, monetary assessments and termination of membership.

Indemnification: The Member agrees to indemnify and hold harmless the Association and its officers, directors, agents and employees from and against any claims, liabilities, losses, damages and costs (including reasonable attorneys' fees) arising from the Member's breach of these Rules or the Member's negligent or willful acts or omissions in connection with membership or use of Association services.

RECORDS; ACCESS

The Association shall maintain membership and financial records in accordance with customary business practices. Members shall have access to records to the extent provided by the bylaws and applicable law, subject to confidentiality protections.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Venue for any dispute arising hereunder shall lie in state or federal courts located within the foregoing state, and the parties submit to personal jurisdiction therein.

SEVERABILITY

If any provision of these Rules is held invalid or unenforceable, such provision shall be severed and the remainder of the Rules shall remain in full force and effect.

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