Chapter Agreement

CHAPTER AGREEMENT

This Services Agreement (the “Agreement”) is entered into this 7th day of November, 2003 between Christian Business Networking, L.L.C., an Arizona limited liability company (“CBN”) and all members of chapters of Christian Business Networking, unincorporated associations, through its officers, who have signed below (the “Chapter”).

WHEREAS, CBN has developed: (i) a system to design, structure, organize and administer Christian based networking events and groups to support Christian businesses; (ii) materials to be used to create and support the Chapter; and (iii) intellectual property such as trade names, logos and websites that promote CBN and the Services.

WHEREAS, the Chapter seeks to retain CBN to provide those services on the terms and for the consideration as described herein.

NOW THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

PROVISION OF SERVICES; FEES

SECTION 1.1. PROVISION OF SERVICES. On the terms and subject to the conditions of this Agreement, CBN agrees to provide to the Chapter and the Chapter agrees to purchase from CBN, the following rights, licenses, materials and services (together, the "Services"):

(a) CBN will provide the Chapter with (i) a system to design, structure, organize and administer Christian based networking events and groups to support Christian businesses; (ii) materials to be used to create and support the Chapter; and (iii) the right to use certain intellectual property such as trade names, logos and websites that promote CBN and the Services, all of which CBN deems to be proprietary; and

(b) CBN can facilitate a limited number of events to support networking among Christian business professionals; such facilitation will either be handled in person or remotely by providing descriptions of recommended events and instructions for maximizing attendance; the manner of facilitation shall be in the discretion of CBN.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO OTHER SERVICES BEING PROVIDED AND, TO THE EXTENT ADDITIONAL SERVICES ARE PROVIDED, CBN MAY CHARGE ADDITIONAL AMOUNTS.

SECTION 1.2. SERVICE FEES. The Chapter agrees to cause its members to pay fees in the amount of $200 per member per year (the “Membership Fees”) plus a one-time $75 per member application fee to be paid upon the person joining CBN. The Membership Fees shall be subject to increase upon advance written notice (at least 30 days prior to the expiration of the member’s current annual membership) to the then-current President of the Chapter or posting of the increase on the CBN website for 30 days prior to the effective date of the increase. The Membership Fees shall be paid by the Chapter’s members directly to CBN and shall be submitted with the signed Membership Application, attached as Exhibit A. In the event the member pays online, then such members’ joining of the Chapter or renewal shall not be effective until such time as CBN receives the signed Membership Application.

SECTION 1.3. AGREEMENT DISCLOSED TO MEMBERS. The Chapter agrees to make this Agreement available to all members of the Chapter upon such members’ request.

SECTION 1.4. TERM. The term of this Agreement shall commence on the date hereof and continue until terminated pursuant to the terms of Section 2.1 - 2.3. Upon completion of the Term, the Chapter shall immediately cease using the Services, shall cease using any of the materials provided by CBN and shall no longer use any of the intellectual property owned by CBN, and described below.

SECTION 1.5. INVOICING AND PAYMENT OF COSTS.

(a) CBN will deliver a renewal list to the Chapter on a quarterly basis for any new members and any members whose membership is expiring (and must be renewed).

(b) Payment of each invoice shall be due from each member within 30 days of annual anniversary of their original membership application date (the "Payment Date"). If any member fails to make a payment on or before the relevant Payment Date, CBN reserves the right to either charge interest on the amount due (in the amount of $20 per month in addition to the amount due on such Payment Date) or terminate the non-paying member’s membership.

ARTICLE 2

DEFAULT; TERMINATION WITHOUT DEFAULT; INDEMNIFICATION

SECTION 2.1. CBN DEFAULT. In the event that the Chapter believes that CBN has failed to provide a material Service hereunder, and the Chapter believes these failures constitute a material breach under this Agreement, then the Chapter shall give CBN prompt written notice thereof. CBN shall then have the opportunity for thirty (30) days after receipt of the written notice to cure the alleged breach of the Agreement. If CBN has not reasonably cured such breach during the cure period, the Chapter may terminate this Agreement by written notice, at which time the Chapter shall immediately cease using the Services, shall cease using any of the materials provided by CBN, and return all materials provided by CBN to CBN, and shall no longer use any of the intellectual property owned by CBN, and described below.

SECTION 2.2. CHAPTER DEFAULT. In the event that the Chapter is in default of this Agreement for any reason, including but not limited to the failure to pay Membership Fees when due, and if such default is not cured within ten (10) days following written notice of such default by CBN, then CBN shall have the right to terminate this Agreement by written notice to the Chapter, and the Chapter, or the member which is in default, shall immediately cease using the Services, shall cease using any of the materials provided by CBN and shall no longer use any of the intellectual property owned by CBN, and described below. In addition, CBN may pursue any claims at law or in equity against the Chapter or any non-paying member for any amounts due and owing to CBN pursuant to this Agreement and other damages.

SECTION 2.3. TERMINATION WITHOUT CAUSE. Either party may terminate the Agreement without cause upon 60 days advance written notice.

SECTION 2.4. NO REFUND OF MEMBERSHIP DUES OR APPLICATION FEES. Upon termination, CBN shall have no obligation to refund, credit or otherwise return any Membership Fees (or application fees) paid prior to termination, regardless of the reason.

SECTION 2.5. INDEMNIFICATION. The Chapter agrees to and does hereby indemnify and hold CBN and each of its directors, shareholders, officers, agents and employees (each an “CBN Indemnified Person”) harmless from and against any and all damage, loss, liability and expense (including without limitation reasonable expenses of investigation and reasonable attorneys' fees and expenses in connection with any action, claim, suit or proceeding, including any expenses incurred in connection with the enforcement of the rights of such CBN Indemnified Person pursuant to this Agreement) to which such CBN Indemnified Person may be subjected as a result of a claim arising out of or attributable, directly or indirectly, to the acts or omissions of the Chapter or any of its officers, members or agents.

ARTICLE 3

INTELLECTUAL PROPERTY; NON COMPETITION; NON-SOLICITATION; NON-DISCLOSURE

SECTION 3.1. OWNERSHIP OF WORK PRODUCT.

(a) All proprietary tools and methodologies and all written material including programs, website content and other intellectual property, which are originated and prepared by CBN, and all modifications, derivative works or enhancements thereto, shall belong solely to CBN.

(b) No license under any trade secrets, copyrights, or other rights are granted by this Agreement, except that during the Term of this Agreement, the Chapter shall have the limited right to use the name, logo and website of CBN to promote the Chapter, which right shall expire at the end of the Term.

SECTION 3.2. NON COMPETITION; NON-SOLICITATION; NON-DISCLOSURE; COVENANTS.

(a) Chapter covenants and agrees with CBN that, for a period of two (2) years from the earlier of the expiration or termination of this Agreement date hereof, it will not in any way, directly, indirectly or through any of its members, either for its own account or for the account of any other person, entity or enterprise: (a) own, manage, operate, control, be employed by, consult with, participate in, render financial assistance to, or be connected in any manner whatsoever (whether as agent, employee, partner, manager, member, officer, director, stockholder, lender, investor or otherwise) with any firm, entity, person, business, enterprise and/or activity which in any manner competes with CBN in any aspect of its Business (defined herein) in the United States; (b) reveal to any firm, entity, person, business or enterprise any of the member contract terms, member requirements or related types of information with respect to past, present or prospective members of the Chapter; (c) for purposes of competing with CBN, hire any person, as a volunteer, employee, consultant or otherwise, who was a member of the Chapter or employed by CBN during the one year period prior to the date of this Agreement or at any time after the date of this Agreement; or (d) induce or attempt to influence any officer, member or agent of the Chapter or employee of CBN to terminate his or her relationship therewith. “Business” shall mean all past and current services, materials and products provided by CBN (or affiliates of CBN) from time to time during the Term of this Agreement, and all services and products related thereto which may be reasonably anticipated expansions of such products and services.
(b) The Chapter shall maintain in strict secrecy, all confidential information, whether copyrightable or not, relating to CBN (the “Confidential Information”) obtained in the course of the relationship between the Chapter and CBN, whether before or after this Agreement was signed. For purposes hereof, Confidential Information shall include, without limitation, any trade secrets, knowledge or information with respect to referral sources, members, processes, processing techniques or know how; any business methods, computer software or forms; websites; any names or addresses of members or prospective members; and any business policies or other information relating to or dealing with the marketing policies or practices of CBN.
(c) The Chapter has carefully read and considered the provisions of this Section 3 and, having done so, agrees and acknowledges that (a) the restrictions set forth herein are fair and reasonable and are reasonably required for the protection of the interests of CBN, and (b) he/she has received a material benefit in connection with such transaction.
(d) If the restrictions contained in this Section 3 are hereafter construed to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remainder of the restrictions or the remainder of this Agreement, which shall be given full force and effect without regard to the invalid or unenforceable portions. Furthermore, if the scope of any restriction contained in this Section 3 is too broad to permit enforcement of such restriction to its full extent, then such restriction shall be enforced to the maximum extent permitted by law, and the Chapter hereby consents and agrees that the scope and reach of such restrictions shall be so judicially modified in any proceedings brought to enforce such restriction.
(e) The Chapter acknowledges and agrees that a violation of any term, provision, covenant or condition of this Section 3 will result in irreparable injury and damage to CBN, which will not be adequately compensable in money damages, and that CBN will have no adequate remedy at law therefor. Therefore, in addition to any rights and/or remedies that CBN may have at law or in equity, under this Agreement or otherwise, Chapter agrees that CBN may obtain, as a matter of right, temporary, preliminary or permanent restraining orders, decrees or injunctions to protect against any violations of any such term, provision, covenant or condition. Nothing contained in this Section 3 shall be construed to limit CBN’s rights, remedies or defenses in any action, suit or proceeding arising out of this Agreement.

ARTICLE 4

GENERAL PROVISIONS

SECTION 4.1. PARTIES. Nothing in this Agreement, express or implied, is intended to confer upon any person not a party any rights and remedies hereunder.

SECTION 4.2. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws provisions.

SECTION 4.3. HEADINGS. The Section and other headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

SECTION 4.4. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement among the parties in respect of the subject matter contained herein and neither this Agreement nor any term or provision hereof may be amended or waived except by an instrument in writing signed, in the case of an amendment, by each party and, in the case of a waiver, by the party against whom the waiver is to be effective.

SECTION 4.5. ASSIGNMENTS. CBN may assign this Agreement without the written consent of the Chapter or any of its members.

SECTION 4.6. NOTICES. Any notice, request, instruction or other document to be given hereunder by any party hereto to another party hereto shall be in writing and shall be given to such party at its address set forth on the signature pages hereof, or to such other address as the party to whom notice is to be given may provide in a written notice to the party giving such notice. Each such notice, request or other communication shall be effective (i) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid addressed as aforesaid or (ii) if given by any other means, when delivered at the address specified below the signature lines of this Agreement.

SECTION 4.7. SEVERABILITY. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of this Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

SECTION 4.8. INDEPENDENT CONTRACTORS. The parties hereto are independent contractors. Nothing in this Agreement is intended or shall be deemed to constitute a partnership, agency, franchise or joint venture relationship among the parties. No party shall incur any debts or make any commitments for the others, except to the extent, if at all, specifically provided herein.

SECTION 4.9. CONSENT TO JURISDICTION. Each party hereto irrevocably submits to the non-exclusive jurisdiction of any Arizona State Court or United States Federal Court sitting in Maricopa County, Arizona over any suit, action or proceeding arising out of or relating to this Agreement. Each party hereto waives any right it may have to assert the doctrine of forum non conveniens or to object to venue to the extent any proceeding is brought in accordance with this Section 4.9. Nothing in this paragraph shall affect or limit any right to serve process in any manner permitted by law, to bring proceedings in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

SECTION 4.10. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be an original with the same effect as if the signatures thereto and hereto were upon the same instrument.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

“CBN”

Christian Business Networking, L.L.C.,
an Arizona limited liability company

By: Maia Arneson
Its: Founder

Attn: Maia Arneson
8485 East McDonald Dr., Suite 206
Scottsdale, Arizona 85250
Attn:

“CHAPTER”
Christian Business Networking Chapter members,
unincorporated associations

By:
Its: President
By:
Its: Vice-President
By:
Its: Secretary