This AFFILIATION AGREEMENT (the “Agreement”), is made this ____ date of ____, 20__, by and between ASET – The Neurodiagnostic Society (“Association”), a 501(c)(6) nonprofit corporation, with its principal place of business at 401 East Bannister Road, Suite A, Kansas City, MO 64131-3019, and South Carolina Chapter of ASET-The Neurodiagnostic Society (“Chapter”), a 501(c)(6) nonprofit corporation, with its principal place of business at _________.
WHEREAS, Association is a national nonprofit corporation whose primary function is to provide leadership, advocacy and resources that promote professional excellence and quality patient care in neurodiagnostics;
WHEREAS, Chapter is a state nonprofit corporation desiring to be affiliated with Association and whose primary function is to advance the same function as the Association in South Carolina.
AND WHEREAS, the Association and Chapter wish a relationship which will encourage collaboration, communication, and a positive, mutually beneficial and supporting working association;
NOW THEREFORE, in consideration of the premises set forth above and the promises set forth below, the sufficiency and receipt of which are hereby acknowledged, the parties hereby agree as follows:
I. Grant of Charter to South Carolina Chapter.
A. Charter. ASET hereby grants to Chapter a non-exclusive charter to be a chapter of Association. In accordance therewith, Chapter is authorized to use the name “South Carolina Chapter of ASET – The Neurodiagnostic Society”, and logo of Association in or in connection with Chapter’s name, acronym and logo, with the authority to use such marks in connection with the Chapter’s activities authorized under this Agreement, subject to the terms and conditions of this Agreement and any written guidelines attached hereto, otherwise incorporated herein, or subsequently provided to Chapter by Association, and as provided by law.
B. Terms and Termination. The Term of this Agreement shall commence on the effective date set forth above and shall continue until revoked by Association or surrendered by Chapter, pursuant to the terms of this Agreement for revocation and surrender.
C. Territory. Chapter shall represent Association as Association’s affiliate in South Carolina (the “Territory”), pursuant to and in accordance with Association’s mission and purposes as set forth in Association’s Articles of Incorporation and Bylaws or as otherwise established by Association’s Board of Trustees. Chapter acknowledges that this designation is non-exclusive in the territory and that Association may, in its sole discretion, designate other affiliates in the Territory or may sponsor or conduct programs, accept members, and perform other activities within the Territory.
D. Authorized Activities. Association specifically authorizes Chapter to conduct the following activities within the Territory: (a) promote and provide continuing education in neurodiagnostic technology; (b) encourage and assist in the advancement of science and technical standards of neurodiagnostics; (c) protect and preserve both the patient and public trust in the neurodiagnostic technologist; (d) promote increased awareness of neurodiagnostics; (e) accept members; (f) function as a professional association with member services that provide for professional and personal development; (g) develop and maintain the essentials to perpetuate the Association and the Chapter and their objectives, and such other activities as may be consistent with the mission and purposes of Association and in which Association may from time to time authorize Chapter to engage.
Members of Chapter do not have to be members of Association. The terms and conditions of membership in Association shall be determined exclusively by Association. The terms and conditions of membership in Chapter shall be determined exclusively by Chapter, and shall be set forth in Chapter’s Bylaws. All Association membership dues, and all chapter dues from individuals who also are members of the Association, shall be collected directly from members by Association. Association shall thereafter remit Chapter dues to Chapter. All dues from individuals who are not also members of Association, shall be collected directly from members by Chapter unless Chapter enrolls in the Association’s Chapter Member Enrollment and Renewal Program.
III. Obligations of Association.
Association’s obligations under the Agreement shall include:
A. Permit the Chapter to use the Association name in the name of the chapter and use of the Association name and logo in accordance with the terms specified in this agreement
B. For individuals joining both Association and Chapter, and for individuals renewing joint Association and Chapter membership, collect Chapter dues and remit chapter dues collected within 30 days of the end of each calendar quarter
C. Maintain a database of members for which Chapter dues have been collected by Association
D. Maintain the Chapter as part of Association’s IRS group exemption if it opts to participate in the group exemption filing
E. Dedicate support staff to maintain and enhance the Association’s relationship with Chapter
F. Provide education, training, information, tools and consultation that enable Chapter leaders to:
1. Plan and deliver Chapter education and networking events
2. Communicate with Chapter members
3. Recruit, advance and retain Chapter members
4. Manage the business affairs of the Chapter
G. Include Chapter in Association’s IRS group exemption as long as Chapter maintains the terms of this Agreement
H. Include Chapter in Association’s umbrella Directors & Officers Liability Insurance policy. [The cost of insuring the Chapter over and above the cost of insuring Association itself may be charged to the Chapter.]
I. Process membership renewals and collection of Chapter dues for those members that hold dual membership in Association and Chapter
J. Promotion of Chapter visibility, membership and programs via postings on Association website (listing of Chapter contact information, posting of Chapter educational events and membership meetings)
K. Link from Association website to Chapter web site
L. Provision of one Microsoft Outlook email account to conduct Chapter business (email address would read “SC_Chapter@aset.org and would be automatically forwarded to the Chapter member designated to receive Chapter inquiries.
M. One free rental of ASET membership labels or e-mail addresses per year (additional rentals of ASET labels and e-mail addresses available at 50 percent discount)
N. Two free broadcast emails annually to Chapter members to promote educational events (Chapter must provide content of messages)
O. Three free Association webinar recordings annually and 25 percent discount on additional recordings for use in Chapter education programming
P. Chapter eligibility for Knott Lecture program
Q. Chapter eligibility to host (co-sponsor) Education Seminar series
R. Chapter representation and participation in Chapter President Council
S. Eligibility for Chapter Service Award to be presented to an outstanding Chapter each year
IV. Obligations of Chapter
Chapter’s obligations under this Agreement shall include:
A. Corporate and Tax Status. Chapter warrants that it is incorporated as a nonprofit corporation in good standing, that it will remain in good standing, and is and shall remain exempt from federal income tax under section 501(c)(6) of the Internal Revenue Code.
B. Articles of Incorporation, Bylaws and Other Requirements. As a condition of its charter as a chapter of Association, Chapter heretofore provided to Association, and Association provided its approval to, the Articles of Incorporation and Bylaws of Chapter. Such Chapter Bylaws are, and shall remain, consistent in all material respects with the Model Chapter Bylaws attached hereto and incorporated by reference herein. Any amendments to Chapter’s Articles of Incorporation or Bylaws must first be submitted to, and approved by, Association. Chapter shall have as among its purposes those set forth in the Model Bylaws attached hereto, shall conduct its activities at all times in strict accordance with such Bylaws, and shall comply at all times with all of the requirements set forth in Association’s Bylaws and all other chapter-related policies, procedures, handbooks, or other written guidance heretofore or hereafter promulgated by Association (which are incorporated by reference herein).
C. Compliance with Laws. Chapter warrants that it is in full compliance with all applicable laws, regulations, and other legal standards that may affect its performance under this Agreement, and shall remain in full compliance with, and otherwise conduct its activities at all times in accordance with, all applicable law, regulations and other legal standards. Further, Chapter warrants that it shall maintain at all times all permits, licenses and other governmental approvals that may be required in the Territory in connection with its performance under this Agreement. Furthermore, Chapter warrants that it shall make all required filings, such as annual corporate report and tax filings, that may affect its corporate or tax status.
D. Record-keeping, Reporting and Inspection. Chapter shall maintain all records related to its corporate and tax-exempt status and shall forward to Association copies of its Articles of Incorporation, Bylaws and tax exemption determination letter from the Internal Revenue Service (if not included in Association’s group exemption letter), as well as any adverse notices or other correspondence received from any governmental agency (e.g., Internal Revenue Service, state Secretary of State or corresponding agency). Chapter shall maintain reasonable records related to all of its programs, activities and operations. Chapter shall submit regular written reports, no less than once per year, to Association summarizing its programs, activities and operations, including but not limited to budget and financial statements. Upon the written request of Association and at Association’s expense, Chapter shall permit Association or Association’s designated agent to review appropriate records of Chapter pertaining to its programs, activities and operations. Alternatively, Chapter shall send to Association copies of such records.
E. Bank Account. Chapter must obtain its own Employer Identification Number and establish and maintain its own bank account(s).
F. IRS Information Returns. Each year, Chapter must timely file an information return (Form 990, Form 990-EZ, or Form 990-N) with the IRS and make all other required corporate and tax filing for maintenance of its status as a tax-exempt, nonprofit organization.
G. Programs and Activities. Chapter shall endeavor to sponsor and conduct programs and services that further the purposes and objectives of Association, and shall use its best efforts to ensure that such programs and activities are of the highest quality with respect to content, materials, logistical preparation, and otherwise. Chapter shall endeavor to use, to the extent possible, materials available through Association in support of such programs and activities. Chapter shall send to Association on a regular basis a schedule of upcoming meetings, conferences and seminars, as well as other programs and activities that Chapter intends to sponsor or conduct. Association may, in its sole discretion, send representatives to observe such programs and activities.
H. Government Affairs Efforts. Chapter shall endeavor to conduct government affairs efforts within the Territory consistent with the purpose and objectives of Association. In performing this function, Chapter shall work with Association in order to ensure consistency in these efforts.
I. Other Obligations.
a. Maintain a minimum of twenty members annually, not including student memberships.
b. Provide, at a minimum, the following services and programming annually:
i. Plan and conduct one education event (this event may be held jointly with another Chapter)
ii. Set goals and implement a program to recruit members
iii. Two communications (online, email, or printed) with Chapter members
iv. Maintain a Chapter website
v. Information (online or printed) that enables Chapter members to gain access to the benefits of membership and participate in Chapter activities
vi. An annual business meeting of the membership
c. The Chapter president must attend the annual Chapter Presidents Council meeting held each year in conjunction with the Association Annual Conference. (Due to funding and time constraints, attendance by proxy is allowed.)
d. Provide the following reports of its activities on a timely basis:
i. Annual Chapter financial statements
ii. Listing of elected and appointed Chapter leaders (annually and updated as needed)
iii. Annual Chapter report (in a standard reporting format provided by Association)
e. Maintain a multi-year plan for Chapter growth, financial stability, and value/service to members
f. Complete the nomination and election process of Chapter officers and directors in accordance with the procedures specified in the Chapter Bylaws
V. Intellectual Property and Confidential Information
A. Limited License. In accordance with Association’s non-exclusive grant to Chapter to be a chapter of Association in the Territory, Chapter is hereby granted a limited, revocable, non-exclusive license to use (i) the name “South Carolina Chapter of ASET – The Neurodiagnostic Society,” acronym “SC-ASET,” logo of Association and other Association trademarks, service marks, trade names and logo (hereinafter collectively referred to as the “Marks”), (ii) Association’s membership mailing and electronic mail list with respect to past, current or prospective members of Association located within the Territory subject to the Association’s obligations specified herein (hereinafter collectively referred to as the “Mailing List”), and (iii) all copyrighted or proprietary information and materials provided by Association to Chapter during the Term of this Agreement (hereinafter referred to as the “Proprietary Information” (the Marks, Mailing List and Proprietary Information are hereinafter collectively referred to as the “Intellectual Property”) in or in connection with Chapter’s name, acronym and logo and for other official Chapter-related purposes, with the limited authorization to use the Intellectual Property solely in connection with the activities authorized under this Agreement, subject to the terms and conditions of this Agreement and any written guidelines attached hereto, otherwise incorporated herein, or subsequently provided to Chapter by Association.
a. The Intellectual Property is and shall remain at all times the sole and exclusive property of Association. The Intellectual Property may be used by Chapter of Association if and only if such use is made pursuant to the terms and conditions of this limited and revocable license. Any failure by Chapter to comply with the terms and conditions contained herein, whether willful or negligent, may result in the immediate suspension or revocation of this license, in whole or in part, by Association. Failure to comply, whether willful or negligent, also may result in the suspension or revocation of the charter of Chapter by Association. The interpretation and enforcement (or lack thereof) of these terms and conditions, and compliance therewith, shall be made by Association in its sole discretion.
b. Association’s logo may not be revised or altered in any way, and must be displayed in the same form as produced by Association. The Marks may not be used in conjunction with any other trademark, service mark, or other mark without the express prior written approval of Association.
c. The Intellectual Property must be used by Chapter in a professional manner and solely for official Chapter-related purposes. Chapter shall not permit any third party to use the Intellectual Property without Association’s express prior written approval. Chapter shall not sell or trade the Intellectual Property without Association’s express prior written approval. Notwithstanding the foregoing, the Intellectual Property may not be used for individual personal or professional gain or other private benefit, and the Intellectual Property may not be used in any manner that, in the sole discretion of Association, discredits Association or tarnishes its reputation and goodwill; is false or misleading; violates the rights of others; violates any law, regulation or other public policy; or mischaracterizes the relationship between Association and Chapter, including but not limited to the fact that Chapter is a separate and legal entity from Association.
d. Chapter shall maintain the confidentiality of the Mailing List and shall not sell, trade, transmit, or otherwise disseminate the Mailing List, in whole or in part, to any third party without the express written prior approval of Association.
e. In any authorized use by Chapter of the Intellectual Property, Chapter shall ensure that the applicable trademark and copyright notices are used pursuant to the requirements of United States law, the laws of the Territory, and other any guidelines that Association may prescribe.
f. Association shall have the right, from time to time, to request samples of use of the Intellectual Property from which it may determine compliance with these terms and conditions. Association reserves the right to prohibit use of any of the Intellectual Property, as well as to impose other sanctions, if it determines, in its sole discretion, that Chapter’s usage thereof is not in strict accordance with the terms and conditions of this limited and revocable license.
g. Use of the Intellectual Property shall create no rights for Chapter in or to the Intellectual Property or its use beyond the terms and conditions of this limited and revocable license. All rights of use of the Intellectual Property by Chapter shall terminate immediately upon the revocation, surrender or other termination of this Agreement. Chapter’s obligations to protect the Intellectual Property shall survive the revocation, surrender or other termination of this Agreement.
B. Confidential Information. The parties shall maintain the confidentiality of all of the confidential and proprietary information and data (“Confidential Information”) of the other party. The parties also shall take all reasonable steps to ensure that no use by themselves or by any third parties, shall be made of the other party’s Confidential Information without such other party’s consent. Each party’s Confidential Information shall remain the property of that party and shall be considered to be furnished in confidence to the other party when necessary under the terms of this Agreement. Upon any revocation, surrender or other termination of this Agreement, each party shall: (i) deliver immediately to the other party all Confidential Information of the other party, including but not limited to all written and electronic documentation of all Confidential Information, and all copies thereof; (ii) make no further use of it; and (iii) make reasonable efforts to ensure that no further use of it is made by either that party or its officers, directors, employees, agents, contractors or any other person or third party. Each party’s confidentiality obligations under this Section shall survive any revocation, surrender or other termination of this Agreement.
VI. Relationship of Parties
Nothing herein shall create any association, joint venture, partnership, or agency relationship of any kind between the parties. Unless expressly agreed to in writing by the other party, neither party is authorized to incur any liability, obligation or expense on behalf of the other, to use the other’s monetary credit in conducting any activities under this Agreement, or to represent to any third party that Chapter is an agent of Association.
Chapter shall indemnify, save and hold harmless Association, its subsidiaries, affiliates, related entities, partners, agents, officers, directors, employees, members, attorneys, heirs, successors, and assigns, and each of them, from and against any and all claims, actions, suits, demands, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys’ fees and expenses), and liabilities of every kind and character whatsoever (a “Claim”), which may arise by reason of (i) any act or omission by Chapter or any of its subsidiaries, affiliates, related entities, partners, officers, directors, employees, members, or agents, or (ii) the inaccuracy or breach of any of the covenants, representations and warranties made by Chapter in this Agreement. This indemnity shall require Chapter to provide payment to Association of costs and expenses as they occur. Chapter shall promptly notify Association upon receipt of any Claim and shall grant to Association the sole conduct of the defense to any Claim. The provision of this Section shall survive any revocation, surrender or other termination of this Agreement.
VIII. Revocation or Surrender of Charter
A. Revocation of Charter. The charter granted by Association to Chapter hereunder shall remain in full force and effect unless and until revoked by Association or surrendered by Chapter in accordance with the provisions of this Agreement. Association, through its Board of Trustees, shall have the authority to revoke the charter of Chapter if the Board of Trustees determines that the conduct of Chapter is in breach of any provision of this Agreement. Any decision by Association to revoke Chapter’s charter shall be initiated by sending written notice to Chapter specifying the grounds upon which the revocation is based; provided, however, that Association shall provide Chapter with ninety (90) days from the date of such notice to cure any alleged breach of this Agreement. In the event that Association determines, in its sole discretion, that Chapter has not corrected the condition leading to Association’s decision to revoke Chapter’s charter, Association shall so notify Chapter in writing. Association’s decision shall become final unless, within ninety (90) days of its receipt of written notice from Association, Chapter delivers to Association a written notice to appeal such determination. Upon the filing of such an appeal notice, Chapter shall have the opportunity to present its case, by written communication or in person, to the Board of Trustees of Association pursuant to the applicable rules or procedures prescribed by Association’s Board of Trustees. The decision of Association’s Board of Trustees upon such appeal shall be final and not subject to further appeal. (Note: possible reasons for why a charter may be revoked is failure to comply with the annual reporting requirements, inactivity of the chapter for two consistent years, undertaking activities that could jeopardize the non-profit status of the chapter.)
B. Surrender of Charter. Chapter may surrender its charter by delivering to Association written notice of its intention to do so no less than one ninety (90) days prior to the effective day of such surrender.
A. Entire Agreement. This Agreement: (i) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof; (ii) supersedes and replaces all prior agreements, oral and written, between the parties relating to the subject matter hereof; and (iii) may be amended only by a written instrument clearly setting forth the amendment(s) and executed by both parties.
B. Warranties. Each party covenants, warrants and represents that it shall comply with all laws, regulations and other legal standards applicable to this Agreement, and that it shall exercise due care and act in good faith at all times in performance of its obligations under this Agreement. The provisions of this Section shall survive any revocation, surrender or other termination of this Agreement.
C. Waiver. Either party’s waiver of, or failure to exercise, any right provided for in this Agreement shall not be deemed a waiver of any further for future right under this Agreement.
D. Arbitration. Any and all disputes arising under this Agreement shall be subject to mandatory and binding arbitration. Said arbitration shall take place in the State of Missouri. Neither party shall have any right to bring an action relating to this Agreement to a court of law except insofar as to enforce the results of any such arbitration. In any such arbitration, and subsequent court action, the prevailing party shall be entitled to collect its fees and costs associated therewith from the non-prevailing party.
E. Governing Law. All questions with respect to the construction of this Agreement or the rights and liabilities of the parties hereunder shall be determined in accordance with the laws of the State of Missouri. Any legal action taken or to be taken by either party regarding this Agreement or the rights and liabilities of parties hereunder shall be brought only before a federal, state or local court of competent jurisdiction within the State of Missouri. Each party hereby consents to the jurisdiction of the federal, state and local courts located within the State of Missouri.
F. Assignment. This Agreement may not be assigned, or the rights granted hereunder transferred or sub-licensed, by either party without the express prior written consent of the other party.
G. Heirs, Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each party, its subsidiaries, affiliates, related entities, partners, agents, officers, directors, employees, heirs, successors, and assigns, without regard to whether it is expressly acknowledged in any instrument of succession or assignment.
H. Headings. The headings of the various paragraphs hereof are intended solely for the convenience of reference and are not intended for any purpose whatsoever to explain, modify or place any construction upon any of the provisions of this Agreement.
I. Counterparts. This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.
J. Severability. All provisions of this Agreement are severable. If any provision or portion hereof is determined to be unenforceable in arbitration or by a court of competent jurisdiction, then the remaining portion of the Agreement shall remain in full effect.
K. Force Majeure. Neither party shall be liable for failure to perform its obligations under this Agreement due to events beyond its reasonable control, including, but not limited to, strikes, riots, wars, fire, acts of God, terrorism, and acts in compliance with any applicable law, regulation or other (whether valid or invalid) of any governmental body.
L. Notice. All notices and demands of any kind or nature that either party may be required or may desire to serve upon the other in connection with this Agreement shall be in writing and may be served personally, by facsimile, by certified mail, or by overnight courier, with constructive receipt deemed to have occurred on the date of the mailing, sending or faxing of such notice to the following addresses or facsimile numbers.
If to Association: ASET – The Neurodiagnostic Society
402 East Bannister Road, Suite A
Kansas City, MO 64131-3019
Attn: Executive Director