ASCII INSIDER DEVELOPMENT GROUPS – MEMBERSHIP AGREEMENT

THIS INSIDER DEVELOPMENT MEMBERSHIP AGREEMENT (this “Agreement”) is entered into by and between the undersigned, The ASCII Group Member and The ASCII Group (“ASCII”), referred to as “Parties”. References herein to the “Members” are to Members in good standing in the ASCII Group.

WHEREAS, ASCII is offering a comprehensive, unique and proprietary collaborative  membership, whereby certain Member companies that are technology-related businesses collaborate in a number of ways, including but not limited to participation in “Peer Group” meetings, networking, sharing of best practices in areas such as sales, marketing and operations.

WHEREAS, Member desires to subscribe to an annual membership (the “Insider  Membership”) to receive the benefits of said Membership and to collaborate with ASCII and ASCII’s other Members; and

WHEREAS, ASCII and Member desire to set forth certain terms, conditions and restrictions applicable to the Insider  Membership.

NOW, THEREFORE, in consideration of the mutual promises set forth herein in this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ANNUAL INSIDER  MEMBERSHIP

The service is only being offered to ASCII Members in good standing. ASCII maintains the right to suspend Member’s participation under this agreement for non-payment as it relates to this agreement or failure to meet any of the requirements set forth as a Member of this service.

INSIDER  MEMBER REQUIREMENTS

Each Member is required to participate and attend all monthly group video conference calls being held twice a month. In addition, each member will be asked to perform self-assessments related to their business and participate in group activities as provided by the group’s business strategists. As part of group communication, Members will respond in a timely manner within 24 hours of receipt to further group participation. In the event a Member is unable to attend an activity, an appointed executive representative of the Member shall attend and participate on their behalf.

SERVICE DELIVERABLES

ASCII will select and assign Members to specific groups. To maintain close collaboration and increased participation, ASCII will not recruit no more than 10 Members to participate in any one of the assigned groups. ASCII will utilize profile data submitted by applicant to organize Members into said groups. Information related to geographic region served, headquarter location, number of employees, business model and additional business criteria will be used to assign Member to a specific group.  ASCII will make every effort to eliminate market conflict so Members can participate openly and freely as planned in said groups. If a Member of any said group has a conflict in their group or determines that one or more members in their group has such conflicts, they can inform ASCII to resolve the issue by removing the Member and placing them in another group.  ASCII will work with Members of said group on adding any new Members once the group has been initially established.

PROPRIETRARY INFORMATION - ASCII

ASCII may create a variety of tools and resources to support the activities of said service.  ASCII’s third party experts and educators may, likewise, do the same. ASCII, or the third party educators, as the case may be, retains all ownerships of said materials regardless if materials originated from activities based upon any Member group activity. Group Members do not acquire any ownership of said materials beyond their normal use within the service. ASCII retains the rights to publish aggregate data obtained from the group and its activities. All materials developed by ASCII shall remain the property of ASCII and must be surrendered by the Member in the event of termination.

PROPRIETRARY INFORMATION – MEMBER

The service provided is built upon the practice of sharing internal business practices with other Members utilizing informal or formal meetings established through the service. As part of utilizing said service, Members may disclose, exchange or debate certain proprietary information. At no time shall any Member be required to disclose confidential trade secrets. Conversely, if information is disclosed voluntarily, Member provides this information freely so other Members can utilize this information in accordance with the spirit of this agreement.

The goal of the service is allowing Members to openly discuss business issues and strategies in a private, non-competitive setting within a group of their peers. What is disclosed within that specific group is considered confidential. At no time shall any party disclose information or trade secrets to any competitors of any Member of the service.

For said service to be beneficial to all involved, Member acknowledges that best practices shared within the group, maybe be utilized and incorporated into the business operations of another Member. Information divulged within the group shall not be disclosed, copied or transferred nor access to any such confidential information be available to any third parties, expect those that specifically have a written obligation on use and confidentiality of said information.  At any point, any Member that desires information to remain confidential shall have the burden of identifying said information as such prior to disclosure to any other Member.

NON-COMPETE AND NON-SOLICITATION RESTRICTIONS

Non-Compete. Member agrees not to knowingly directly or indirectly compete with, solicit or accept engagements or orders from, or provide products and services to, any customer of other ASCII Members who are in the same Peer Group as the Member, during the duration of such Member's participation with ASCII and for a period of one (1) year thereafter.

This Section shall not apply to customers for whom a Member or ASCII has performed services or with whom Member or ASCII has a proposal outstanding prior to Members entering into this agreement or upon consent of the Member with whom the customer has a previous relationship

Non-Solicitation. Member agrees not to directly or indirectly solicit for employment any personnel of a Peer Group member or ASCII during the term of this Agreement and for a period of one (1) year after the termination of the Member’s participation.

TERMINATION

ASCII may terminate this Agreement in the event that the Member fails to substantially perform their duties and responsibilities as described herein. ASCII may issue a verbal or written warning(s) to Member, in ASCII’s sole discretion, listing the infraction(s) or describing the substandard performance. In addition, if either party believes that there is any other failure to substantially perform hereunder, that party shall provide the other party with written notice, detailing the alleged deficiencies or membership violation and may provide the other party with a period of thirty (30) calendar days to cure their performance.  Failure to timely complete the cure to the reasonable satisfaction of the non-breaching party shall entitle the non-breaching party to promptly terminate this Agreement.

In the event of any termination, regardless of the reason, the provisions herein relating to confidentiality, non-compete, non-solicitation, and indemnification indefinitely survive termination.

Upon termination of this Agreement for any reason, Member shall promptly return all copies of any proprietary data, records, or materials of whatever nature or kind, provided to that Member by ASCII or by other Members. Member shall cease to utilize all Internet related ASCII web sites, file sharing and collaboration sites, and any tools that may have been provided to the Member. Member may not thereafter represent itself as in any way associated with ASCII Insider Development Group.  Member may only retain copies of Member’s own data, records or other proprietary materials, or such materials that are necessary to provide customer service and support for products and services which Member may have implemented while part of ASCII community. Any items that are retained will be listed and disclosed to ASCII and remain subject to the confidentiality and other restrictions contained in this Agreement, which survive the termination of this Agreement by the Member.

Indemnification. Member (“Indemnifying Member”) agrees to indemnify, defend, and hold harmless ASCII from and against all claims and causes of action (“Claims”) brought by any third party arising out of the Indemnifying Member’s use of information, services, products and/or advice obtained through or in any way related to the Indemnifying Member’s participation in ASCII and/or ASCII sponsored activities to said third party. To the extent any Claims subject to indemnity are asserted against ASCII, the Indemnifying Member shall be obligated to pay all costs of defense incurred by ASCII and the other ASCII Members, including attorneys’ fees. In the event ASCII requires the Indemnifying Member to provide said defense, the Indemnifying Member is entitled to control the defense of said Claims including retaining reasonable counsel for the defended party and settling or otherwise compromising said Claims in a commercially reasonable manner subject to the consent and approval of ASCII.

Limitation of Liability

Member agrees that to the extent ASCII negligently discloses any Member’s Trade Secret, Confidential, or Proprietary information (“Protected Information”) or otherwise fails to perform hereunder, ASCII’s total liability over the entire term of Member’s membership with ASCII for all such claims shall be limited to the aggregate amount of all Membership and related fees paid to ASCII by said Member. In the event any Member unsuccessfully asserts any claim or cause of action that ASCII intentionally, willfully, or wantonly disclosed any Member’s Protected Information or was grossly negligent in protecting any Member’s Protected Information, said Member shall pay all costs, including, without limitation, attorneys’ fees incurred by ASCII in defending said claim or cause of action. Notwithstanding the foregoing, any Member may seek equitable or injunctive relief against ASCII to prevent the further disclosure or use of the Member’s Protected Information. In the event a claim or cause of action is brought against ASCII based upon intentional, willful, or wanton conduct or gross negligence, ASCII may require, as a condition to maintaining said claim or cause of action, that the complaining Member provide ASCII with a bond in an amount up to $250,000.00 covering those costs to be incurred by ASCII in defending said claim or cause of action.

MISCELLANEOUS

Member may not assign, transfer, or subcontract this Agreement or the Membership without the consent of the CEO of ASCII.

This Agreement shall be governed and construed in all respects in accordance with the laws of the State of Maryland, without giving effect to any conflict of laws principles. Both parties specifically consent to the jurisdiction and venue of any state or federal court in Montgomery, Maryland. In so doing, the parties waive any objection that venue in any such state or federal court is not convenient.

The parties are and shall remain independent of one another. The parties intend to create a contractual relationship with one another; however, nothing herein shall be deemed to cause this Agreement to create an agency, partnership or joint venture between the parties. ASCII shall not be liable for any debts, accounts, obligations, or other liabilities whatsoever of any Member including (without limitation) and tax or personal data for itself or any of its employees.

All notices and demands of any kind or nature shall be sent to the main office of the Member.

This Agreement constitutes the entire agreement of the parties and supersedes all prior proposals, discussions, and communications, whether oral or in writing. No amendment of any provision of this Agreement shall be effective unless it is in writing and signed by the Parties

Any disputes between Members of an ASCII Peer Group regarding participation in such ASCII Peer Group shall be resolved subject to and at the direction of ASCII, and Member agrees to be bound by such resolution.

The Parties hereby represent and warrant to all other Parties that this Agreement has been duly authorized and is a valid and binding obligation enforceable in accordance with its terms.

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be effective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction, and to this end, the provisions hereof are severable.

IN WITNESS WHEREOF, by clicking on the ‘I accept’ button below, you agree to the terms above, the parties have caused this Agreement to be executed by their authorized representatives, on the date and year written below. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall be deemed one and the same Agreement. Electronic and facsimile signatures are valid as originals.