Membership Terms and Conditions

The following Membership Standard Terms and Conditions including all schedules, exhibits and attachments hereto (the “Standard Terms”), governs the Member’s participation in the ICA Membership, an initiative of the Infrastructure Masons (iMasons).

1. Member Election

Exhibit A attached hereto and incorporated by reference herein identifies the different Member categories and the corresponding Member Fees associated with each. Member has selected the Member designation and category as provided in the Membership Agreement identified above. Upon payment of Member fees applicable to the Member’s selected category, Member will be entitled to the benefits associated with the applicable Member category.

See Exhibit A below.

2. Indemnification

To the fullest extent permitted by law, Member agrees to indemnify iMasons, and its employees, directors and officers, (all of the foregoing parties hereinafter collectively referred to as “Indemnitees”) from and against all claims, actions, liabilities, damages, losses, costs, and expenses, including reasonable attorney’s fees and expenses, arising out of or resulting from any violation by Member of the iMasons code of conduct, commercialization policy or other breach of this Standard Terms. To the fullest extent permitted by law, iMasons agrees to indemnify Member, and its employees, directors and officers, (all of the foregoing parties hereinafter collectively referred to as “Indemnitees”) from and against all claims, actions, liabilities, damages, losses, costs, and expenses, including reasonable attorney’s fees and expenses, arising out of or resulting from any breach of this Standard Terms. Member’s and iMasons’ respective liability under this paragraph shall survive the expiration or termination of this Standard Terms, but this shall not be construed to mean that Member’s or iMasons’ respective liability does not survive as to other provisions of this Standard Terms.

3. Assignment

Member may not assign, sell, or transfer this Standard Terms, or any rights or obligations of Member hereunder in any way to any third party without the prior written consent of iMasons. iMasons may, in its sole discretion, assign or transfer this Standard Terms, or any rights hereunder, to any nominee of iMasons or any other third party provided, however, that iMasons first provide notice to the Member and that at any time following any assignment or transfer of this Standard Terms or any rights thereunder by iMasons, Member shall be entitled to terminate this Standard Terms on notice with immediate effect. Subject to the foregoing, this Standard Terms shall extend to and shall bind or inure to the benefit of the parties hereto and also their respective successors or assigns.

4. Confidential Information

During the term of this Agreement and for three (3) years after it terminates or expires, Member shall not use iMasons’ Confidential Information, and shall not disclose iMasons’ Confidential Information to any third party except as permitted in this Standard Terms (and subject to binding use and disclosure restrictions at least as protective as those in this Standard Terms, executed in writing by the employees and contractors). As used herein, the term “iMasons’ Confidential Information” means the business or technical information of iMasons labeled or marked as “confidential” or “proprietary”. “iMasons’ Confidential Information” does not include information that is or becomes generally known or available by publication, commercial use or otherwise through no fault of the Member. Member’s liability under this paragraph shall survive the expiration or termination of this Standard Terms, but this shall not be construed to mean that Member’s liability does not survive as to other provisions of this Standard Terms.

Member agrees that it will not provide to iMasons any Member confidential or proprietary information pursuant to this Standard Terms unless Member has first (i) identified such information as confidential, and (ii) has marked such information as confidential (if such information is provided in writing), and iMasons has provided written confirmation that it will receive such confidential information from Member (“Member Confidential Information”). In the event that Member discloses its confidential information after first taking the steps described in this paragraph, then iMasons for the term of this Agreement and for a period of three (3) years after it terminates or expires shall not disclose Member Confidential Information to any third party except as permitted in this Standard Terms (and subject to binding use and disclosure restrictions at least as protective as those in this Standard Terms, executed in writing by the employees and contractors). Member Confidential Information does not include information that is or becomes generally known or available by publication, commercial use or otherwise through no fault of iMasons.

5. Compliance with Law

Member shall be responsible for complying with all applicable federal, state and local laws, ordinances and regulations (“Laws”) applicable to its business and with respect to its obligations hereunder. Violation of any Laws is grounds for termination of this Standard Terms.

6. Trademark and Publicity

Member shall not use iMasons’ trademark, iMasons’ trade name, iMasons’ logo, iMasons’ image, or any affiliates of iMasons’ trademark, trade name, logo, or image, or refer to this Standard Terms or the obligations required hereunder directly or indirectly in connection with any product, promotion, advertisement or publication, or the like, without iMasons’ prior written approval, as appropriate, which approval may be withheld for any reason or for no reason.

6.1

Member grants iMasons permission and hereby consents to iMasons listing the Member’s name and logo on the iMasons’ website and in press or other public collateral regarding iMasons’ corporate sponsors or partners. Other than the use identified herein, iMasons shall not use Member’s trademark, Member’s trade name, Member’s logo, Member’s image, or any affiliates of Member’s trademark, trade name, logo, or image, or refer to this Standard Terms or the obligations required hereunder directly or indirectly in connection with any product, promotion, advertisement or publication, or the like, without the Member’s prior written approval, as appropriate, which approval may be withheld for any reason or for no reason.

7. Default and Remedies

7.1 Member Default

As used herein, the term “Member Default” shall mean the existence or occurrence of any of the following:

1. Member shall fail to perform any obligation hereunder when due, or fail to keep, perform and observe each and every other promise, covenant and agreement set forth in the Membership Agreement, including these Standard Terms, and such failure shall continue beyond the date that is three (3) days after the date on which such obligation was to be performed; or
2. Member’s representatives shall fail to comply with the iMasons’ Code of Conduct or Member fails to comply with any iMasons policy, including the policies governing the conduct of Members, from time to time adopted or ratified by the iMasons’ Board of Directors; or
3. Member shall fail to provide the appropriate notice and payment to renew and extend the Term of the Membership Agreement; or
4. Member shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or a petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Member and shall not be dismissed within thirty (30) days after the filing thereof.

7.2 iMasons Default

As used herein, the term “iMasons Default” shall mean the existence or occurrence of any of the following:

iMasons shall (i) materially fail to perform any obligation hereunder when due, or fail to keep, perform and observe each and every other promise, covenant and agreement set forth in the Membership Agreement, including these Standard Terms, and such material failure shall continue beyond the date that is thirty (30) days after the date on which such obligation was to be performed provided that such material failure is not capable of cure; or (ii) in the event such failure is capable of cure and iMasons has begun to cure such failure, no iMasons Default shall be deemed to have occurred if iMasons pursues such cure to completion within thirty (30) days of receipt of notice from Member; or (iii) shall fail to comply with any Laws, regulations, or duly codified ordinance to which it may be subject and such failure materially impacts the Member’s benefits hereunder.

iMasons shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or a petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against iMasons and shall not be dismissed within thirty (30) days after the filing thereof.

7.3 Remedies

Upon the occurrence and during the continuance of a Member Default, iMasons shall have the right to terminate the Membership Agreement or elect not to renew or extend the Term of the Membership Agreement, as applicable; and all other rights and remedies available to iMasons at law or in equity.

Upon the occurrence and during the continuance of an iMasons Default, Member shall have the right to terminate the Membership Agreement or elect not to renew or extend the Term of the Membership Agreement, as applicable; and all other rights and remedies available to Member at law or in equity.

8. Miscellaneous

8.1 Notice

Any notice under the Membership Agreement will be in writing and delivered by personal delivery, overnight courier, email (return receipt requested) or certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, one (1) business day after deposit with an overnight courier, five (5) days after deposit in the mail, or upon confirmation of receipt of email. Notices will be sent to a party at its address set forth above or such other address as that party may specify in writing pursuant to this Section.

8.2 No Waiver

Failure by either iMasons or Member to require performance by the other of any provision of the Membership Agreement, including these Standard Terms or failure by either Member or iMasons to exercise any specific right granted herein shall in no way constitute a waiver to exercise said right or require said performance at another time.

8.3 Attorneys’ Fees

In the event of litigation to interpret or enforce the terms of the Membership Agreement, including these Standard Terms, the prevailing party shall be entitled to attorneys’ fees as determined by the Court.

8.4 Authority

If Member is a corporation or partnership, each individual executing the Membership Agreement on behalf of Member hereby represents and warrants that Member is a duly formed and existing entity and that Member has full right and authority to execute and deliver the Membership Agreement, including these Standard Terms and that each person signing on behalf of Member is authorized to do so.

8.5 Governing Law

This Standard Terms shall be construed and enforced in accordance with the laws of the State of Delaware.

8.6 Captions

The captions of Sections are for convenience only and shall not be deemed to limit, construe, affect or alter the meaning of such Sections.

8.7 Time of Essence

Time is of the essence of the Membership Agreement, including these Standard Terms and each of its provisions.

8.8 Severability

If any term, provision or condition contained in the Membership Agreement, including these Standard Terms shall, to any extent, be invalid or unenforceable, the remainder of the Membership Agreement, including these Standard Terms, or the application of such term, provision or condition to persons or circumstances other than those with respect to which it is invalid or unenforceable, shall not be affected thereby, and each and every other term, provision and condition of the Membership Agreement, including these Standard Terms shall be valid and enforceable to the fullest extent possible permitted by law.

8.9 No Third Party Beneficiaries

Nothing contained in this Membership Agreement, either expressed or implied, is intended or should be construed to confer upon or give any person or entity, other than iMasons or Member, or, subject to the terms of this Agreement, their successors and assigns, any rights or remedies under or by reason of the Membership Agreement, including these Standard Terms.

8.10 Limitation of Liability

To the maximum extent permitted by law and except for Member’s obligations under Section 4 (Confidential Information), neither party will have any liability under the Membership Agreement, including these Standard Terms for consequential, incidental, exemplary, special or punitive damages even if advised of the possibility of such (including, but not limited to, loss of business, profits, business information, or business interruption or any other pecuniary loss). This limitation will be enforced even if it causes a remedy to fail in its essential purpose. Unless otherwise agreed by the parties in a separate agreement, a party’s total aggregate liability for all claims arising out of or related to the Membership Agreement, including these Standard Terms, whether in contract, tort, or otherwise, will not exceed USD 25,000.

EXHIBIT A

ICA Member Categories