Legal Chapter Document

LEGAL CHAPTER DOCUMENT

This Legal Chapter Document (the "Agreement") is made and entered into as of Effective Date: by and between Chapter Sponsor: (the "Sponsor") and Chapter Entity: (the "Chapter"). Sponsor and Chapter are sometimes referred to collectively as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, Sponsor is engaged in activities and programs and desires to establish a local chapter to further the mission and objectives of Sponsor in the geographical area identified below; and

WHEREAS, Chapter desires to organize under the name entered below to operate in coordination with Sponsor while maintaining the governance, membership, and financial rules set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with regard to formation, governance, operations, and termination of the Chapter.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Chapter" means the local organizational unit established pursuant to this Agreement, identified as Chapter Name: .

1.2 "Members" means persons or entities admitted to membership of the Chapter in accordance with Section 4.

1.3 Other capitalized terms used herein have the meanings set forth in the text of this Agreement.

2. ESTABLISHMENT OF CHAPTER

2.1 Sponsor hereby permits the formation and use of the Chapter name specified in Section 1.1 within the geographic area mutually agreed by the Parties. The Chapter shall operate in a manner consistent with Sponsor's mission and the terms of this Agreement.

2.2 The principal office of the Chapter shall be located at Address of Chapter:

3. PURPOSE

3.1 The purpose of the Chapter is to conduct activities consistent with Sponsor's mission, advance local engagement, and implement programs approved by Sponsor. The Chapter shall not undertake activities inconsistent with Sponsor policies or applicable law.

4. MEMBERSHIP

4.1 Eligibility. Membership shall be open to individuals or entities meeting the criteria established by the Chapter and consistent with Sponsor's nondiscrimination policies.

4.2 Rights and Obligations. Members shall have rights to participate in meetings and activities and shall comply with Chapter bylaws, codes of conduct, and any financial obligations adopted by the Chapter.

5. GOVERNANCE

5.1 Governing Board. The Chapter shall be governed by a Governing Board (the "Board") responsible for oversight of Chapter affairs, compliance with Sponsor policies, and fiduciary duties to Members and Sponsor.

5.2 Officers. The Board shall elect officers including, at minimum, a Chair, Treasurer, and Secretary. Duties of officers shall be set forth in Chapter bylaws.

6. POWERS AND DUTIES

6.1 The Chapter shall have the power to plan and conduct programs, raise funds for Chapter activities, enter into contracts in the Chapter's name subject to Sponsor approval where applicable, and take other actions reasonably necessary to effectuate the Chapter's purpose, provided such actions do not violate Sponsor policy or applicable law.

7. FINANCIAL MATTERS

7.1 Funds and Accounts. All funds raised by the Chapter shall be accounted for in accordance with accepted accounting practices. Chapter funds shall be used only for Chapter purposes and in accordance with any restrictions imposed by donors or Sponsor.

7.2 Budget and Audit. The Board shall prepare an annual budget and shall provide financial reports to Sponsor upon request. The Chapter agrees to cooperate with audits conducted by Sponsor or its designee.

8. CONFIDENTIALITY

8.1 Each Party shall hold in confidence and not disclose to third parties any non-public information marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information shall not include information that is or becomes publicly available through no breach of this Agreement.

9. REPRESENTATIONS AND WARRANTIES

9.1 Each Party represents and warrants that it has the full corporate or individual power and authority to enter into and perform this Agreement, that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms, and that performance will not violate any applicable law or contract.

10. INDEMNIFICATION

10.1 To the fullest extent permitted by law, the Chapter shall indemnify, hold harmless and defend Sponsor and its officers, directors, employees and agents from and against any losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Chapter's breach of this Agreement, willful misconduct, or negligent acts, except to the extent caused by Sponsor's gross negligence or willful misconduct.

11. LIMITATION OF LIABILITY

11.1 Except as set forth in Section 10, neither Party shall be liable to the other for any indirect, incidental, special, consequential or punitive damages arising out of or relating to this Agreement, even if advised of the possibility of such damages.

12. TERM AND TERMINATION

12.1 Term. This Agreement shall commence on the Effective Date and continue until terminated in accordance with this Section.

12.2 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

12.3 Effect of Termination. Upon termination, the Chapter shall wind down operations in an orderly manner and transfer any restricted funds or assets in accordance with donor restrictions and Sponsor direction. Specific wind-down procedures shall be set forth in Chapter bylaws or additional written agreement.

13. NOTICES

13.1 All notices, consents, demands, or other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, certified or registered, return receipt requested, postage prepaid, to the addresses set forth below or to such other address as a Party may designate by notice.

14. AMENDMENTS; WAIVER

14.1 Amendments. This Agreement may be amended only by a written instrument executed by both Parties.

14.2 Waiver. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of such right or any other right.

15. GOVERNING LAW

15.1 This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified here: without regard to its conflicts of laws principles.

16. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

16.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

16.2 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

16.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

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