Membership Agreement 2023

Membership Agreement 2023

This Membership Agreement (the "Agreement") is entered into as of Effective Date: by and between:

Parties

Recitals

WHEREAS, Organization provides membership services, facilities, programs, and benefits to qualified members and administers the terms and conditions of membership; and

WHEREAS, Member desires to obtain membership and participate in Organization's programs under the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

Scope of Membership

Organization shall provide the membership benefits, access, and services described below. The services provided may include, without limitation, access to facilities, scheduled programs, priority registration, member communications, and other privileges expressly identified in this Agreement.

Membership Level and Term

Membership Level:

Term Start Date:    Term End Date:

Auto-renewal: Renewal at the then-current rates for successive terms until terminated in accordance with this Agreement.

Payment Terms

Membership Fee Amount: $

Billing Method: Monthly Annual One-time

Late Payment: If any amount due is not received within days after the due date, a late fee of shall accrue and may be applied to the outstanding balance. Member is responsible for all costs of collection, including reasonable attorneys' fees.

Term and Termination

Either party may terminate this Agreement without cause upon written notice delivered no fewer than days prior to the intended termination date. Organization may suspend or terminate membership immediately upon material breach by Member, including nonpayment, misuse of facilities, or conduct materially inconsistent with Organization policies.

Termination for cause shall not relieve Member of obligations accrued prior to termination, including unpaid fees and damages resulting from breach.

Confidentiality

Each party shall keep confidential all proprietary information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that is or becomes publicly known through lawful means, is independently developed without use of the disclosing party's Confidential Information, or is rightfully received from a third party without breach of any obligation of confidentiality.

A receiving party shall use Confidential Information only for the performance of this Agreement, restrict disclosure to its employees and contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein, and promptly return or destroy Confidential Information upon termination or written request.

Injunctive relief is available to the disclosing party to prevent actual or threatened breaches of confidentiality, in addition to any other remedies at law or equity.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable for incidental, consequential, special, or punitive damages arising out of or relating to this Agreement. The aggregate liability of Organization for any claim arising from or related to this Agreement shall not exceed the total fees paid by Member under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and sent to the addresses below. Notice is effective upon receipt.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict-of-law principles. The parties agree to attempt good faith negotiation to resolve disputes. If unresolved within sixty (60) days, disputes shall be resolved by binding arbitration administered in the designated jurisdiction, unless the parties mutually agree to pursue litigation for injunctive or equitable relief.

Governing Jurisdiction:

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or understandings, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Organization may assign to a successor in interest in connection with a merger or sale of substantially all assets.

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