Professional Consulting Membership Agreement

PROFESSIONAL CONSULTING MEMBERSHIP AGREEMENT

This Professional Consulting Membership Agreement ("Agreement") is made and entered into as of Effective Date: by and between Consulting Provider: , Entity Type: , Address: ; and Member: , Entity Type: , Address: . Consulting Provider and Member are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Consulting Provider is engaged in the business of providing professional consulting services, training, advisory support and related membership benefits designed for professionals in the field described as: ;

WHEREAS, Member desires to obtain membership in Consulting Provider's professional membership program and access the services, deliverables and benefits described herein at the membership level selected: ; and

WHEREAS, the Parties intend by this Agreement to set forth the terms and conditions under which Consulting Provider will provide membership services and Member will pay the required fees and comply with membership obligations.

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Membership Services" means the consulting, advisory, educational, networking and other services and benefits described in Section 2 and in any Appendices executed by the Parties.

1.2 "Confidential Information" means non-public business, technical, financial and other information disclosed by one Party to the other that is designated as confidential or that, by its nature, should reasonably be understood to be confidential.

2. MEMBERSHIP SERVICES

2.1 Scope. Consulting Provider shall provide the Membership Services described in the service description below and any mutually executed statement of work. Member acknowledges that the Membership Services do not include legal, tax or fiduciary advice unless expressly stated in a separate written engagement.

3. TERM AND TERMINATION

3.1 Term. The initial term of this Agreement shall commence on Commencement Date: and shall continue for an initial period of months (the "Initial Term"), unless earlier terminated as provided herein. Thereafter this Agreement shall .

3.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to the effective date of termination.

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

4. FEES, BILLING AND PAYMENT

4.1 Fees. Member shall pay Consulting Provider the membership fee in the amount of per . All fees are due in U.S. dollars unless otherwise agreed in writing.

4.2 Invoicing and Payment. Consulting Provider will invoice Member in accordance with the billing schedule. Invoices are due and payable within days of the invoice date. Late payments shall accrue interest at the rate of percent per month or the maximum permitted by law, whichever is lower.

4.3 Taxes. Member is responsible for all applicable taxes, duties or other governmental charges (other than taxes based on Consulting Provider's net income).

5. CONFIDENTIALITY

5.1 Confidentiality Obligations. Each Party shall hold Confidential Information of the other Party in strict confidence and shall not use or disclose such information except as necessary to perform its obligations under this Agreement or as required by law. The receiving Party shall use at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

5.2 Exceptions. Confidential Information does not include information that: (a) is or becomes generally available to the public through no act or omission of the receiving Party; (b) was in the receiving Party's lawful possession prior to receipt from the disclosing Party as proven by written records; (c) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without restriction and without breach of an obligation of confidentiality.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Consulting Provider retains all right, title and interest in and to its pre-existing intellectual property and any intellectual property developed or delivered by Consulting Provider in connection with the Membership Services, except as expressly provided in this Agreement.

6.2 License to Member. Subject to Member's payment of fees and compliance with this Agreement, Consulting Provider grants Member a limited, non-exclusive, non-transferable license to use deliverables solely for Member's internal business purposes during the term of this Agreement. No transfer of ownership of Consulting Provider's intellectual property is intended except where explicitly set forth in a written addendum.

7. MEMBER OBLIGATIONS

7.1 Cooperation. Member shall provide timely access to information, personnel and facilities reasonably necessary for Consulting Provider to perform the Membership Services. Member shall designate a single point of contact responsible for coordination: , Email/Phone: .

7.2 Compliance. Member shall comply with applicable laws and regulations in connection with its activities under this Agreement and shall not use any deliverable in a manner that infringes third-party rights.

8. CONSULTING PROVIDER OBLIGATIONS

8.1 Standard of Care. Consulting Provider shall perform the Membership Services in a professional and workmanlike manner consistent with generally accepted industry standards for similar services.

8.2 Subcontracting. Consulting Provider may engage subcontractors to perform portions of the Membership Services provided that Consulting Provider remains responsible for the acts and omissions of such subcontractors in the same manner as for its own personnel.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Cap. CONSULTING PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL IN NO EVENT EXCEED THE TOTAL AMOUNTS PAID BY MEMBER TO CONSULTING PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. INDEMNIFICATION

10.1 Indemnity by Member. Member shall indemnify, defend and hold harmless Consulting Provider and its officers, directors, employees and agents from and against any claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of Member's breach of its representations, misuse of deliverables, violation of applicable law, or third-party claims related to Member-provided data.

10.2 Indemnity by Consulting Provider. Consulting Provider shall indemnify, defend and hold harmless Member from any claim that a deliverable furnished by Consulting Provider constitutes an infringement of a third party's copyright or United States patent, provided Member gives Consulting Provider prompt written notice and reasonable cooperation. Consulting Provider's obligations shall be contingent on Consulting Provider having the right to control the defense and settlement of the claim.

11. NOTICES

11.1 Method. All notices required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested) or by email with confirmation to the addresses set forth below or such other address as a Party may specify in writing.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws rules.

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 Entire Agreement. This Agreement, together with any attachments and executed statements of work, 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 written or oral.

13.2 Severability. If any provision of this Agreement is held unenforceable, invalid or illegal, the remainder of this Agreement shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely achieves the Parties' original intent.

14. AMENDMENT; WAIVER; COUNTERPARTS

14.1 Amendment. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

14.2 Waiver. No waiver of any breach or default shall constitute a waiver of any other breach or default or of the same breach or default on a future occasion, unless explicitly set forth in a signed writing.

14.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile or electronic copies of signatures shall be binding as originals.

15. REPRESENTATIONS AND WARRANTIES; CERTIFICATIONS

Each Party represents and warrants that it has the full corporate or individual power and authority to enter into and perform its obligations under this Agreement, that the person signing this Agreement on its behalf is duly authorized, and that the execution and delivery of this Agreement will not violate any other agreement to which such Party is bound.

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