Membership Agreement for Network Member

MEMBERSHIP AGREEMENT FOR NETWORK MEMBER

Parties and Effective Date

This Membership Agreement ("Agreement") is entered into by and between Network Operator: and Member: .

Effective Date:

WHEREAS

WHEREAS, Network Operator maintains and operates a professional network and platform providing business development, referrals, training, and related networking services (collectively, the "Network Services"); and

WHEREAS, Member desires to obtain membership in the Network and to receive the Network Services under the terms set forth in this Agreement, and Network Operator is willing to grant such membership subject to the terms and conditions herein.

Scope of Services

Payment Terms

Membership Fee Amount:   Billing Schedule:

Invoicing: Network Operator will issue invoices in accordance with the Billing Schedule. Payments are due within days of invoice date.

Late Payment: Past due amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. In addition, Network Operator may suspend Member's access to Network Services for accounts more than days past due, after providing written notice.

Taxes and Fees: Member is responsible for all taxes, duties, and fees imposed by any governmental authority related to payments under this Agreement, excluding taxes based on Network Operator's net income.

Term and Termination

Term Start Date:   Term End Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to termination. Either party may terminate immediately for material breach by the other party that remains uncured for 30 days following written notice specifying the breach.

Effect of Termination: Upon termination Member shall cease use of all Network Services and return or destroy confidential materials as provided in the Confidentiality section. Termination will not relieve Member of obligations to pay fees accrued prior to termination.

Confidentiality

Definition: "Confidential Information" means non-public business information disclosed by one party to the other, whether oral, written, or electronic, that is identified as confidential or that, by its nature, should reasonably be understood to be confidential.

Obligations: The receiving party shall (a) use Confidential Information only to perform its obligations under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who need to know and are bound by confidentiality obligations at least as protective as those herein.

Exclusions: Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given prompt notice and an opportunity to seek protective measures.

Additional Provisions

Intellectual Property: Each party retains all right, title and interest in its pre-existing intellectual property. Any materials provided by Network Operator to Member for use in the Network are licensed, not sold, and Member shall not copy, modify, distribute, or create derivative works except as expressly permitted in writing.

Indemnification: Member shall indemnify, defend and hold harmless Network Operator and its officers, directors and agents from and against any third-party claims, liabilities, losses or expenses arising from Member's breach of this Agreement, negligent acts or willful misconduct.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or a party's breach of its confidentiality obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and aggregate liability shall be limited to fees paid or payable by Member to Network Operator in the twelve (12) months preceding the claim.

Governing Law and Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

Dispute Resolution: The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If not resolved, the dispute shall be submitted to binding arbitration in accordance with the rules agreed by the parties, with the seat of arbitration in the county of the governing law state unless otherwise agreed in writing.

Notices

Entire Agreement; Amendments

Entire Agreement: This Agreement, together with any written attachments and schedules executed by the parties, 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.

Amendments: No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Acknowledgment

By signing below, the undersigned represent and warrant that they have the authority to bind the party on whose behalf they sign, have read and understand this Agreement, and agree to be bound by its terms.

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