Corporate Partnership

These Payment Terms and Conditions (the “Terms”) are made effective as of the Effective Date set forth in any Order Form (as defined below) and is between Project 1972 d/b/a/ Chief (“Chief”) and the Client listed on the Order Form (“Client”).  The Terms combined with all Order Forms are collectively referred to as the “Agreement”. Any terms not defined herein have the meaning given to them in the applicable Order Form.

Whereas, Chief, a private network designed to maximize the impact of women executives, and Client are interested in entering into an agreement to provide Client the opportunity to buy a block of Chief Memberships (defined below) for its Eligible Members (defined below) at a discounted price.

Now Therefore, in consideration of the mutual promises and agreement set forth below, the Parties agree as follows:

1. Definitions.
   
   Certain capitalized terms, not otherwise defined on the Order Form, have the meanings set forth in this Section 1.
   
   “Committed Membership(s)” means the new Memberships or renewals of current Member’s Memberships that Client commits to sponsoring during the Initial Term or any subsequent Renewal Term, as applicable.
   
   “Eligible Member” shall mean Client employees, who, as a result of such affiliation, are eligible to apply for a Membership.
   
   “Member” shall mean an Eligible Member who is approved by Chief for a Chief Membership and have accepted the Membership Agreement.
   
   “Membership” shall mean an individual annual membership subscription to Chief, a private professional development and training network designed for women leaders.
   
   “Membership Agreement” shall mean the membership agreements accepted by Members through registration for a Chief Membership accessible through Chief’s onboarding process, subject to modification, from time to time, in Chief’s sole discretion.
   
   “Minimum Membership(s)” shall mean the minimum number of Committed Memberships that Client must maintain.
   
   “Order Form” means an order form, executed by both parties, that sets forth the Memberships to be purchased by the Client, the schedule of payments, and any unique additional terms.
   
2. Client Obligations.
   
   1. Committed Memberships.  Client agrees to purchase, at minimum, the number of Committed Memberships stated on the Order Form for each year this Agreement is in effect.  If during the Term, Client wishes to add an additional Membership, the price for each additional Membership will be consistent with the Membership Fee Pricing Guidelines for Corporate Partnerships that is in effect at beginning of the Initial Term or any Renewal Term, as applicable.  If applicable, at the start of each Renewal Term, Client may increase or decrease the number of Committed Memberships for the upcoming Renewal Term by written request, as long as Client maintains the Minimum Memberships; however, all Committed Memberships must be activated within three (3) months of the Effective Date, or any such Renewal Term, if applicable.  For the sake of clarity, the activation date shall be the Membership Start Date (as defined below).
      
3. Membership.
   
   1. Nomination of Eligible Members.  Client will provide Chief with the names, titles, contact information, and access to the LinkedIn pages of Eligible Members who have expressed interest in a Membership and which Client wishes to sponsor.
   2. Approval Process.  Client understands that, before a Membership can be granted to an Eligible Member, such Eligible Member must be vetted and interviewed by Chief to confirm such Eligible Members adheres to Chief’s membership criteria.  Chief reserves the right to deny an Eligible Member a Membership in its sole discretion for not meeting Chief’s membership criteria.
   3. Membership Agreement.  All Memberships granted to Eligible Members under this Agreement will be subject to the Membership Agreement.  All Memberships are contingent upon Eligible Members accepting the Membership Agreement.
   4. Term of Membership.  Each Membership will be effective as of the date such Eligible Member accepts the Membership Agreement (“Membership Start Date”) and continue for one (1) year (“Membership Term”).
   5. Non-Transferable.  Once a Membership is activated, all Memberships are non-transferable and non-refundable, regardless of Member’s employment status with the Client. Following the initial Membership Term, Client may transfer the Membership to another Eligible Member upon written notice to Chief within thirty (30) days of the expiration of the initial Membership Term.
   6. Membership Benefits. While Membership benefits are constantly evolving, a Membership includes services such as executive coaching, peer group support, workshops, community resources, events, access to the Chief Clubhouse locations.
      
4. Fees; Payments.
   
   1. Fees. In consideration for the Memberships offered to Members under this Agreement, Client will pay to Chief, without offset or deduction, all undisputed fees set forth on the Order Form (the “Fees”).  Unless otherwise specified, all Fees shall be due annually in advance and payable within thirty (30) days of the date of Chief’s invoice; such invoicing to occur upon the signing of this Agreement or, if applicable, upon the commencement of any Renewal Term, as applicable.  Client will pay Chief for any additional Membership beyond the Committed Memberships committed for the applicable year within thirty (30) days of the date of Chief’s invoice; such invoicing to occur upon Chief’s approval of the Eligible Member pursuant to Section 3. Any Fees not paid within thirty (30) days of the date of Chief’s invoice will be deemed late, and interest shall accrue at the rate of one-and-a-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less. Client shall indemnify Chief for any and all losses and collection fees, including reasonable attorneys’ fees and legal expenses, that may result by reason of Chief pursuing collection effects to collect the undisputed amounts unpaid by Client under this Agreement.
   2. Taxes.  Client will be responsible for payment of any applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges (other than taxes based on Provider’s income), and any related penalties and interest for the grant of license rights hereunder, or the delivery of related services.  Client will make all required payments to Chief free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments to Chief will be Client’s sole responsibility, and Client will, upon Chief’s request, provide Chief with official receipts issued by the appropriate taxing authorities, or such other evidence as Chief may reasonably request, to establish that such taxes have been paid.
   3. Payment Terms.  Unless otherwise agreed to by the Parties, (a) Fees are quoted and payable in United States dollars, and (b) payment obligations are non-cancelable and all Fees are nonrefundable in all respects, regardless of Member’s employment status with Client. Client acknowledges and agrees that Client is responsible for providing Chief with the total number of Eligible Members to meet the Committed Membership requirements set forth on the Order Form. For the avoidance of doubt, Client shall be required to pay the total annual Fees for the Committed Membership regardless of the amount of Memberships used by the Client.
      
5. Confidentiality. Each Party agrees that during and after the existence of this Agreement it will hold in strictest confidence, and will not use for any purpose unrelated to its performance of this Agreement or disclose to any third party, any Confidential Information of the other Party.  The term “Confidential Information” shall mean all non-public information, whether business or technical in nature, that the other Party designates as being confidential, or which under the circumstances of disclosure ought to be treated as confidential and shall include (but is not limited to) information concerning business methods, business plans, new product launches, customer and vendor information, internal policies and procedures and pricing and other financial information.  Neither Party shall disclose the terms or conditions of this Agreement without the prior written consent of the other Party, except (i) as may be required by law or (ii) to its employees, contractors or agents who have a specific need to know such information and are under a written obligation of confidentiality at least as restrictive as that contained in this section. Notwithstanding the foregoing, information will not be deemed confidential if it (i) was known to the receiving Party, and such information was acquired through proper methods, prior to its receipt from the disclosing Party, as evidenced by written records of the receiving Party; (ii) is now or (through no act or failure on the part of the receiving Party) later becomes generally known through no breach of this Agreement by the receiving Party; (iii) is supplied to the receiving Party by a third party that is free to make that disclosure without restriction; or (iv) is independently developed by the receiving Party without use of or reference to any Confidential Information provided by the disclosing Party.  The restrictions on disclosure imposed by this section shall not apply to information that is required by law or order of a court, administrative agency or other governmental body to be disclosed by the receiving Party, provided that in each such case the receiving Party provides the disclosing Party with prompt written notice of such order or requirement and reasonably assists the disclosing Party in obtaining a protective order or other appropriate relief.
   
6. Representations and Warranties.  Each Party hereby represents and warrants (a) that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; (b) that the execution and performance of this Agreement will not conflict with or violate any provision of any law having applicability to such Party; and (c) that this Agreement, when executed and delivered, will constitute a valid and binding obligation of such Party and will be enforceable against such Party in accordance with its terms.
   
7. Disclaimers, Exclusions and Limitations of Liability.
   
   1. Disclaimer.  EXCEPT AS EXPRESSLY REPRESENTED OR WARRANTED IN SECTION 6, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MEMBERSHIPS ARE PROVIDED “AS IS,” AND CHIEF DISCLAIMS ANY AND ALL OTHER PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
   2. Exclusions of Remedies; Limitation of Liability.  IN NO EVENT WILL CHIEF BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  TO THE EXTENT PERMITTED BY LAW, THE CUMULATIVE LIABILITY OF CHIEF TO CLIENT FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE FEES PAID TO CHIEF BY CLIENT DURING THE TWELVE (12)  MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
      
8. Term and Termination.
   
   1. Term.  The term of this Agreement will commence on the Effective Date and will continue in full force and effect as long as any Order Form remains in effect (the “Initial Term”), unless earlier terminated in accordance with this Section 8.  Thereafter, the Agreement will renew only upon mutual agreement of the Parties (each, a “Renewal Term”, and together with the Initial Term, the “Term”).
   2. Termination for Breach.  Either Party may, at its option, terminate this Agreement in the event of a material breach by the other Party.  Such termination may be effected only through a written notice to the breaching Party, specifically identifying the breach or breaches on which such notice of termination is based.  The breaching Party will have a right to cure such breach or breaches within thirty (30) days of receipt of such notice, and this Agreement, and all associated Memberships will terminate in the event that such cure is not made within such thirty (30) day period.
   3. Suspension of Access. Provider may suspend any and all Members’ Memberships in the event any amount due under this Agreement is not received by Chief within thirty (30) days from invoice.
   4. Termination Upon Bankruptcy or Insolvency.  Either Party may, at its option, terminate this Agreement immediately upon written notice to the other Party, in the event (a) that the other Party becomes insolvent or unable to pay its debts when due; (b) the other Party files a petition in bankruptcy, reorganization or similar proceeding, or, if filed against, such petition is not removed within ninety (90) days after such filing; (c) the other Party discontinues it business; or (d) a receiver is appointed or there is an assignment for the benefit of such other Party’s creditors.
   5. Effect on Termination. Termination of this Agreement will not affect any Membership Agreements between Chief and any Member for any Memberships paid for by Client.
   6. Survival.  The provisions of Sections 4, 5, 6, 7, 8.5 and 9 will survive the termination of this Agreement.
      
9. Miscellaneous. This Agreement (a) constitutes the entire agreement of the Parties concerning this subject matter; (b) supersedes any prior or contemporaneous written or oral agreements, understandings or representations; (c) may not be modified, except by mutual written agreement of the Parties; (d) is not made for the benefit of any third parties; (e) may be executed and delivered in counterparts, including by fax or email, each of which will be deemed an original; (f) may be imaged and stored electronically and introduced as evidence in any proceeding as if an original business record; and (g) is governed by the laws of the State of New York, excluding its conflict of law rules. Client may not assign this Agreement or any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Chief, and any such assignment or delegation will be void. A Party’s failure to enforce any provision of this Agreement will not constitute a waiver. Notices under this Agreement must be sent in writing to the addresses set forth on the signature page or to such other address as a Party has notified the other in writing. In making and performing this Agreement, Client, Chief and Members act and will act at all times as independent contractors, and, except as expressly set forth herein, nothing contained in this Agreement will be construed or implied to create an agency, partnership or employer and employee relationship between them. This Agreement may be executed in any number of counterparts, each of which when so executed will be deemed to be an original and all of which when taken together will constitute one Agreement.