Community Member Agreement (summary)

📣 Important: This note is intended to be an aid in understanding the Community Member Agreement; however, it's not a replacement or supplement for the Community Member Agreement, nor is this summary any type of legal agreement. You're encouraged to read and refer to the full Agreement. If any conflicts exist, the Community Member Agreement is the reference. This aid is not legal advice.

🔗 Community Member Agreement can be found here: https://www.northlawn.co/member_agreement

The Agreement is between NorthLawn LP (the "Company") and the individual or entity agreeing to the terms (the "Community Member"). The Company has created a community platform to connect consultants with clients seeking professional consulting services.

1. Relationship of the Parties
1. The Community Member is an independent contractor and not an employee of the Company
2. The Community Member has control over how they provide services to clients.
3. The Community Member is responsible for paying their taxes and is not entitled to employee benefits or retirement programs.
2. Term
1. The Agreement is effective when the Community Member agrees to the terms is continuously renewed each year, unless terminated earlier.
3. Duties
1. The Community Member will be available to work on projects as mutually agreed upon.
2. A Project Agreement will be prepared for each project, and the terms of the Project Agreement will control if there is a conflict with this Agreement.
4. Current and Continuing Representations and Warranties of Community Member
1. The Community Member represents and warrants that they have the necessary experience and legal right to perform consulting services in a timely manner without violating any other agreements or laws.
2. If the Community Member is an entity, they are properly formed, in good standing, and have the authority to enter into this Agreement.
5. Compensation
1. The Community Member will be paid a Professional Fee for their services.
2. Active Community Members receive a portion of the Community Fees collected by the Company if they performed work or were responsible for offering work of at least $2500 USD within a 6-month pool period.
3. The Community Fee includes shared revenue, platform support, and client owner compensation.
6. Billing and Assignment
1. The Company will handle billing and collection from clients; the Community Member will not bill clients directly.
2. The Community Member assigns any rights to fees or compensation to the Company.
7. Limitation of Liability
1. The Company is not liable for losses or damages arising from the Agreement or the Community Member's participation in the Community.
8. Indemnification
1. The Community Member agrees to indemnify and hold harmless the Company from any third-party claims or losses arising from their breach of the Agreement or misconduct.
9. Termination
1. The Agreement may be terminated by mutual agreement, liquidation or dissolution of the Community Member, or with notice from the Company.
2. The Company may terminate for cause, such as abusive behavior, breach of the Agreement, or failure to provide services.
10. Confidentiality
1. Both parties agree to protect confidential information disclosed during the Agreement period and for a specified period after termination.
11. Restrictive Covenants
1. To protect Community Members and the Company, any business opportunities or clients introduced to the Community Member by the Company or through other Community Members must continue to go through the Company.
2. Community Member cannot solicit or interfere with any business relationships in ways that circumvent Company and its Community Members.
3. If circumventing Company, the Community Member is in violation and could be subject to a direct engagement fee.
4. This protection is in place during the period of the agreement and for two years following any termination of the agreement.
12. Miscellaneous
1. Sections related to Limitation of Liability, Indemnification, Confidentiality, Restrictive Covenants, and this Miscellaneous section will survive termination of the Agreement.
2. If a provision in the Agreement is deemed invalid, other provisions remain in effect.
3. The Agreement is governed by Delaware law and disputes are resolved through arbitration.