ASA Affiliation Agreement
THIS AFFILIATION AGREEMENT is entered into on the last date signed below and with an effective date of ______________, 1999, by and between the Automotive Service Association, a Texas not-for-profit corporation (hereafter referred to as "ASA"), and _________________________, a nonprofit corporation (hereinafter referred to as "Affiliate").
WHEREAS ASA is organized to serve the needs and interests of the automotive service industry; and
WHEREAS there are needs and interests of the automotive service industry which may best be served by other groups organized on international, national, state or local bases; and
WHEREAS Affiliate meets all of the qualifications prescribed by the ASA Board of Directors for formal affiliation with ASA as listed in Attachment A hereto; and
WHEREAS ASA and Affiliate will support each other's efforts to serve the needs and interests of the automotive service industry, and Affiliate desires to formally affiliate with ASA;
NOW THEREFORE in consideration of the foregoing and of the mutual promises and agreements hereinafter set forth, ASA and Affiliate hereby agree as follows:
I. TERMS OF AFFILIATION:
A. ASA hereby grants to Affiliate and Affiliate accepts the exclusive right to identify itself as "Automotive Service Association of _(State) and accept members for the State of __________or "a 30- mile radius outside the city limits of " (City) ". Such right shall not extend to any area outside of the area designated herein. In all written or oral communications Affiliate shall identify itself with the logo of ASA together with the phrase "Affiliated with the Automotive Service Association." ASA also grants Affiliate the non-exclusive right to use ASA trade names and trademarks and Affiliate agrees to use ASA trade names and trademarks strictly in the manner specified by ASA. (A list of ASA trademarks and trade names is attached as Attachment B hereto.) ASA specifically reserves the right to enter into affiliation agreements with other organizations upon such terms and conditions as it deems appropriate, but not in violation of the Affiliate's rights under this Agreement.
B. Affiliate agrees to submit to ASA, or has previously submitted within the last twelve (12) months, current versions of the following documents: (1) Affiliate's bylaws; (2) Affiliate's not-for-profit charter as filed within its state; and (3) Affiliate's Internal Revenue Service Tax Exemption letter, and Affiliate's Federal employer's I. D. number; and shall on an ongoing basis provide ASA with updated versions of these documents and complimentary copies of its newsletters and all official communications.
C. Affiliate hereby acknowledges receipt of ASA Bylaws, Policies and Procedures, and Code of Ethics and Professional Conduct. Affiliate recognizes ASA as the parent organization and agrees to comply with and conform to all the terms and provisions of the ASA Bylaws, Policies and Procedures, and Code of Ethics and Professional Conduct, including as they may hereafter be duly modified. Affiliate's bylaws shall not be materially inconsistent with ASA Bylaws, Policies and Procedures, Code of Ethics and Professional Conduct or with this Agreement, and Affiliate agrees that where conflict occurs, ASA Bylaws, Policies and Procedures, and Code of Ethics and Professional Conduct take precedence. Definitions of all categories of membership shall be in accordance with ASA Bylaws.
D. Qualified candidates and current members may elect to be a member of ASA or Affiliate or both. ASA and Affiliate agree to make reasonable efforts to recruit new members and to retain existing members that belong to both ASA and Affiliate. ASA and Affiliate shall advise each other in writing on a monthly basis of all member activity within Affiliate's area and provide a list of total members, both new, existing, and terminated.
E. ASA's Board of Directors may establish reasonable minimum the business, clients, methods, operations, financing, or services of ASA. Trade secrets and confidential information shall mean information not generally known that is disclosed to Affiliate or known by it as a consequence of this Agreement or affiliation with ASA.
L. Affiliate shall not be a member of or otherwise affiliate with any other national, international or regional automotive organization that maintains substantially inconsistent positions on issues with those of ASA or that has a conflict of interest with ASA, in the absolute discretion of ASA.
II. FISCAL OPERATIONS AND DUES:
A. ASA and Affiliate shall establish and practice sound fiscal policies and shall at all times maintain financial self-sufficiency. ASA and Affiliate each agrees to be individually responsible for its own fiscal needs, determining dues structure and collection of dues, and filing tax returns and other proper legal documents. The secretary/treasurer of Affiliate shall be responsible for the Affiliate's accounting procedures, shall maintain proper receipts and expenditure records, and shall arrange for the conduct an annual audit by an independent CPA, with a copy to be provided to ASA on a timely basis.
B. To facilitate an accurate accounting, if Affiliate is collecting ASA dues at the time this Agreement is entered into, Affiliate shall provide to ASA a full and complete accounting of dues and member names and addresses and payment of ASA dues no later than November 16, 1998. Beginning January 1, 1999, ASA shall collect ASA dues.
III. RIGHTS OF AFFILIATE:
A. Affiliate may purchase or receive signs, printed materials, and any other promotional materials from ASA on such terms as may be determined by ASA.
B. As a service to Affiliate and at Affiliate's request, with 30 days prior notice from the Affiliate's chief elected officer, ASA agrees to annually bill and reasonably attempt to collect by mail Affiliate's dues at no charge to Affiliate. ASA and Affiliate dues shall be billed separately and collected on an annual basis only. Affiliate agrees to collect dues if the mail attempt by ASA is unsuccessful. ASA reserves the right to terminate this service upon 30 days notice and to charge a reasonable annual charge for this service should the ASA Board of Directors determine to do so in the future.
C. Affiliate's primary contact person with ASA shall be the ASA Affiliate Liaison, and ASA Washington Representative shall be coordinated through and approved by the ASA President.
IV. LIABILITY AND REPRESENTATIONS:
A. ASA and Affiliate expressly acknowledge and agree that ASA and Affiliate are, and intend to remain, separate corporate entities and as such shall not incur any liability, obligation or expense on behalf of each other.
B. The conduct of Affiliate and its members and any other legal obligations of Affiliate are the responsibility of Affiliate.
C. Affiliate shall indemnify, defend and hold harmless ASA, its officers, directors, employees, agents and staff from any and all claims and causes of action, including judgments, interest, attorneys' fees, and all other costs, fees, expenses and charges which ASA, its officers, directors, employees, agents and staff may incur arising out of the negligence, gross negligence or willful or wanton misconduct of Affiliate, its officers, directors, employees, or agents.
D. ASA shall indemnify, defend and hold harmless Affiliate, its officers, directors, employees and agents from any and all claims and causes of action including judgments, interest, attorneys' fees, and all other costs, fees, expenses and charges which Affiliate, its officers, directors, employees and agents may incur arising out of the negligence, gross negligence or willful or wanton misconduct of ASA, its officers, directors, employees, agents or staff.
E. Affiliate officials may speak only on behalf of Affiliate and recognize and acknowledge that they may not speak or act on behalf of ASA.
F. Affiliate shall not make any representations regarding policies or positions of ASA except in strict conformity with written policy statements duly adopted and published by the ASA.
G. Affiliate agrees not to make or cause to be made any statements or observations, or to communicate any opinions or information (whether oral or written) that disparages or is likely to harm the reputation of ASA, its officers or directors, employees, or its sponsored vendors or to misrepresent the Affiliate's relationship with ASA.
H. Affiliate agrees and understands that ASA member benefit programs belong to ASA and shall represent such as ASA programs in any promotional materials. Only ASA members are eligible to participate in ASA member benefit programs.
V. TERMINATION:
A. This Agreement and all of the rights and obligations created hereunder shall remain in full force and effect unless terminated with or without cause by either party upon ninety (90) days prior written notice.
B. If Affiliate fails to comply with and conform to the terms and provisions of the ASA Bylaws, Policies and Procedures, or Code of Ethics and Professional Conduct or with the terms and provisions of this Agreement, written notice may be given of such non-compliance and Affiliate shall have 30 days to restore full compliance. If compliance is not restored to ASA's reasonable satisfaction the Agreement may be immediately terminated by written notice. Damages, either in law or equity, shall be determined by the applicable court.
C. Upon termination, Affiliate shall cease using the ASA name, trademark, trade name and logo, and all other rights and privileges associated with being affiliated with ASA and shall return any and all property and funds belonging to ASA. Affiliate's financial obligations to ASA incurred before termination shall remain an obligation of Affiliate until paid or otherwise resolved.
VI. OTHER PROVISIONS:
A. If any portion of this Agreement shall be declared invalid or unenforceable for any reason, the remainder of the Agreement shall remain in full force and effect and shall not be affected thereby.
B. The rights under this Agreement may not be assigned nor the obligations delegated by either party without the prior written consent of the other.
C. This Agreement may not be amended or modified except in writing by a document executed in the same manner as this Agreement.
D. Waiver by either party of any term or condition of this Agreement or any breach shall not constitute a waiver of any other term or condition or breach of this Agreement.
E. All representation, warranties, covenants, and agreements of the parties contained in this Agreement or made in writing in connection herewith, shall, except as otherwise provided herein, be binding upon and inure to the benefit of the parties, and their respective successors and assigns.
F. Nothing contained in this Agreement shall constitute or be construed to create a legal partnership or joint venture between Affiliate and ASA, or to make either jointly liable with the other for any obligation arising out of the activities and services contemplated by this Agreement. By entering into this Agreement and acting in compliance with it, Affiliate is at all times acting and performing as an independent contractor.
G. This Agreement shall be construed under and in accordance with the laws of the State of Texas and any legal action brought to enforce the terms and provisions of this Agreement or in any way relating to this Agreement shall be brought in Tarrant County, Texas.
H. This Agreement shall supersede any and all prior agreements and any and all written or oral understandings or communications between the parties relating to the subject matter of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Affiliation Agreement to be executed by their duly authorized officers as of the last date written below.
AUTOMOTIVE SERVICE ASSOCIATION AFFILIATE
By: __________________ By: ________________
Its: __________________ Its: _________________
asainfo@asashop.org Copyright © 2000 Automotive Service Association. All rights reserved.