CANZELL VA MEMBER AGREEMENT
This Agreement is entered into as of ________________________, by and between Canzell VA, a Florida corporation with principal offices in Sarasota, FL (“Company”), and ________________________ (“Canzell VA Member” or “Member”).
1. APPOINTMENT & RESPONSIBILITIES
By joining Canzell VA, Member agrees to fulfill the duties and responsibilities of active participation, as outlined in the Membership Guidelines. Member agrees to follow all Company policies, procedures, and codes of conduct, and to promptly notify the Company if the continued functioning of the chapter is affected, threatened, or jeopardized.
Member acknowledges that this is a membership role and not an employment relationship. Members are not employees, agents, or representatives of Canzell VA, and no salary, wages, or employee benefits will be provided.
2. OWNERSHIP OF WORK PRODUCT
All materials, documents, strategies, and other outputs created by Member in connection with networking activities (collectively, “Work Product”) shall be the sole and exclusive property of Canzell VA. Member assigns all rights, title, and interest in such Work Product to the Company.
3. CONFIDENTIALITY & NON-DISCLOSURE
Member acknowledges access to confidential and proprietary information, including but not limited to: member lists, business processes, marketing strategies, financial data, and training materials (“Confidential Information”). Member agrees:
- To maintain all Confidential Information in strict confidence.
- Not to disclose, copy, or use Confidential Information for any purpose other than participation in Canzell VA.
- To return or destroy all Confidential Information upon termination of membership.
This obligation survives the termination of this Agreement.
4. NON-COMPETE & NON-SOLICITATION
a. Non-Compete. During the term of membership and for one (1) year after termination, Member shall not directly or indirectly create, or assist in creating, any networking organization that substantially replicates the unique business model of Canzell VA (i.e., business referral networking groups restricting membership per profession within a chapter/circle).
b. Non-Solicitation. During the term of membership and for two (2) years after termination, Member shall not solicit or induce:
- Any member, vendor, or business partner of Canzell VA to terminate or alter their relationship with the Company.
- Any employee, contractor, or officer of Canzell VA to leave their role.
5. TERMINATION
a. Automatic Termination. Membership terminates automatically upon resignation, incapacity, bankruptcy, or dissolution of the chapter.
b. Termination by Company. The Company may terminate a Member’s participation immediately upon written notice if:
- The Member fails to comply with policies or duties, or
- The Member engages in misconduct or actions detrimental to the Company’s reputation.
- The Member is removed by a majority vote of the Founding Members, or
- The Member promotes or supports an individual who has created a negative experience with other members.
Termination does not affect Canzell VA’s rights to Work Product or Confidential Information.
6. NON-DISPARAGEMENT
Member agrees not to make, publish, or communicate defamatory or disparaging remarks about Canzell VA, its chapters, officers, members, or affiliates during or after membership. This does not restrict rights protected by law.
7. MEMBER RESPONSIBILITIES
Members are expected to:
- Attend regular networking meetings as scheduled.
- Adhere to attendance, referral, and participation policies.
- Promote chapter growth by inviting guests and encouraging membership.
- Maintain professionalism and uphold the Company’s reputation.
- Submit dues and fees timely in accordance with membership terms.
Failure to fulfill these responsibilities may result in suspension or termination of membership.
8. TERM
This Agreement is effective from __________________ to __________________, unless terminated earlier. Renewal of membership is subject to compliance with Company standards and payment of applicable dues.
9. GOVERNING LAW & REMEDIES
This Agreement is governed by the laws of the State of Florida. Member acknowledges that breach of Sections 3–6 (Confidentiality, Non-Compete, Non-Solicitation, Non-Disparagement) may cause irreparable harm to the Company, for which monetary damages are insufficient. The Company shall be entitled to injunctive relief, in addition to any other remedies available at law or equity.
10. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the parties concerning the subject matter herein and supersedes all prior agreements. Any modifications must be in writing and signed by both parties.