NORTHERN CALIFORNIA SOMATIC EXPERIENCING PROFESSIONAL ASSOCIATION AND SOMATIC EXPERIENCING INTERNATIONAL
INTERIM AFFILIATION AGREEMENT
This Agreement dated effective January 21, 2022 is between Somatic Experiencing International, J, a Colorado nonprofit corporation (“Association”), and Northern California Somatic Experiencing Professional Association, a California nonprofit [mutual benefit] corporation (“Affiliate”). ( This interim agreement will be modified and superseded by a new agreement when Association completes filing of organizational documents in early 2022 to create a new professional association for Somatic Experiencing Practitioners.)
Background
Association is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). Part of its mission includes supporting the self-organization of a broad international network of Somatic Experiencing professionals who serve individuals in need and communities in crisis around the globe.
Affiliate is a professional association also described in Section 501(c)(6) of the Code. It operates to promote the common business interests of Somatic Experiencing professionals in the geographic region described below.
Insofar as Association desires to support the formation of regional professional associations that support and augment its mission, and Affiliate desires to operate such a professional association within its geographic area, the parties have decided to formally affiliate. This Agreement, together with the License Agreement described below, sets forth the terms and conditions of the affiliation.
Agreement
The parties agree as follows:
1. Definitions. Capitalized terms used and not otherwise defined in this Agreement have the following meanings:
a. “Intellectual Property” means the intellectual property licensed by Association to Affiliate under the License Agreement.
b. “License Agreement” means the Intellectual Property License Agreement between the parties of even date with this Agreement, attached Exhibit A and incorporated to this Agreement by this reference.
c. “Permitted Activities” means the activities that Affiliate may carry out using Association’s Intellectual Property, as set forth in Schedule B, attached to and incorporated into this Agreement by this reference.
d. “Required Purposes” means the purposes for which Affiliate must be organized and operated, as set forth in Schedule A, attached to and incorporated into this Agreement by this reference.
e. “SE” refers to the Somatic Experiencing® method of healing trauma.
f. “Support Services” refers to the minimum level of support services Association has committed to provide to Affiliate, as set forth in Schedule E, attached to and incorporated into this Agreement by this reference.
g. “Territory” means the geographic area where Affiliate may carry out the Permitted Activities and use Association’s Intellectual Property, as set forth on Schedule C, attached to and incorporated into this Agreement by this reference.
2. Affiliation. Association hereby grants to Affiliate and Affiliate hereby accepts a nonexclusive, non-transferable right to hold itself out to the public as an affiliate of Association, and to use Association’s Intellectual Property, subject to the terms and conditions of this Agreement and the License Agreement. Affiliate shall not enter any similar relationship or affiliation with any other organization.
3. Required Purposes. Affiliate shall be organized and operated for the Required Purposes, and shall include the Required Purposes in its articles of incorporation or bylaws throughout the term of this Agreement. Affiliate shall conduct all its programs and operations in furtherance of the Required Purposes.
4. Permitted Activities. Affiliate may hold itself out to the public as an affiliate of Association, and use Association’s Intellectual Property, solely in carrying out programs and operations that constitute Permitted Activities. This restriction applies whether the programs and operations are carried out face-to-face or in a virtual environment. Affiliate acknowledges that it is solely responsible for planning, managing, and carrying out such programs and operations, including paying all expenses and other liabilities that it may incur as a result of such programs and operations. Association may change or modify the Permitted Activities at any time in its sole discretion by providing Affiliate at least 45 days prior written notice of such change or modification.
5. Geographic Territory. Affiliate may hold itself out to the public as an affiliate of Association, and use Association’s Intellectual Property, solely for programs and operations carried out within the Territory. This restriction also applies whether the programs and operations are conducted face-to-face or in a virtual environment. To ensure compliance in a virtual environment, Affiliate shall use its best efforts to target communications and content to Affiliate members and prospective members.
Affiliate acknowledges that its affiliate designation is non-exclusive in the Territory and that Association may, in its sole discretion, designate other affiliates in the Territory or may sponsor or conduct programs and operations, and may accept members, within the Territory.
6. Program Quality. At all times, the quality of the programs and operations of Affiliate, for which Affiliate holds itself out to the public as an affiliate of Association, or uses Association’s Intellectual Property, must be satisfactory to Association or as specified by Association, in its sole judgement. Affiliate shall provide Association on a quarterly basis a schedule of upcoming meetings, conferences, and seminars, as well as other programs and activities that Affiliate intends to sponsor or conduct. Association may send representatives to participate in such programs and activities, for the purposes of monitoring their compliance with the terms of this Agreement and the License Agreement.
7. Dual Membership. Membership in Affiliate will be offered solely through Association’s membership application and renewal process and will be available exclusively to members in good standing with Association. Association shall modify its application and renewal process to allow its members to opt into Affiliate membership, upon payment of Affiliate’s additional membership dues. Association shall promptly notify Affiliate of the admission or renewal of any Affiliate member, and Affiliate will be responsible for providing such member a welcome letter and benefits offered by Affiliate.
Any suspension or termination of membership in Association will automatically suspend or terminate membership in Affiliate. Association shall promptly notify Affiliate of the suspension or termination of any Affiliate member, and Affiliate shall cease providing any benefits to such member.
8. Conditions of Affiliation.
a. Prohibited Conduct. Affiliate shall not: i) engage in Illegal activity; ii) engage in any activity that brings Association into public disrepute, contempt, scandal, or ridicule, or that reflects unfavorably upon the reputation or the high moral or ethical standards of Association; iii) engage in any advocacy, lobbying efforts, or political activities that are contrary to the mission, vision, values, strategic priorities, or established positions of Association; iv) defame, slander, or libel any person or entity; or v) violate any right of privacy of any individual, or infringe upon any copyright, trademark, patent, trade secret, right of publicity, or other intellectual property right of any person, when conducting any programs or operations for which Affiliate holds itself out to the public as an affiliate of Association or uses Association’s Intellectual Property. However, nothing in clause 3) will prevent any director, officer, or personnel of Affiliate from engaging in any advocacy, lobbying efforts, or political activities conducted solely in their individual capacity, so long as it is clear from the circumstances that they do not represent the views of Association or Affiliate.
b. No Authority to Act for Association. Affiliate shall not hold itself out as an agent or representative of Association, or permit its employees, agents, or representatives to speak or act on behalf of or purport to speak or act on behalf of Association, including but not limited to making statements that purport to be official positions of Association.
c. Nonprofit, Tax-Exempt Status. Affiliate shall remain in good standing as a nonprofit entity in the jurisdiction of its incorporation and shall maintain its status as an organization described in Section 501(c)(6) of the Code, at all times. Affiliate shall provide written notice to Association within 30 days if there is any change in or challenge to its nonprofit or 501(c)(6) status.
d. Governing Board. Affiliate shall maintain an active, responsible, volunteer governing board, with representation from diverse elements in the SE professional community. A majority of the board must be comprised of Somatic Experiencing® Practitioners. Further, each member of the board must be independent, meaning they are free from any material financial relationship with Affiliate (other than that of member or customer), and no member of the board can have business or family relationship with another member of the board.
The governing board shall, as a minimum: 1) serve as ambassadors for Affiliate; 2) help provide strategic direction to Affiliate; 3) approve Affiliate’s annual budget; 4) provide leadership in programming, fund development, and administration for Affiliate; and 5) offer professional expertise to Affiliate.
e. Diversity, Equity, and Inclusion. Affiliate shall adopt and adhere to a policy as to diversity, equity, and inclusion that is at least as broad and inclusive as Association’s policy.
f. Legal Compliance. Affiliate shall comply with all applicable federal, state, and local laws and regulations in carrying out its programs and operations under this Agreement. Affiliate shall also make all filings and maintain, at its own expense, all permits, licenses, and other governmental approvals that may be required in the Territory in carrying out such programs and operations. Affiliate shall provide written notice to Association within 30 days of any notice by a government agency alleging or threatening investigating of a possible violation by Affiliate and shall uses its best efforts to timely correct any violations.
g. Legal Actions. Affiliate shall provide written notice to Association within 30 days of any legal action pending or threatened against Affiliate.
h. Governing Documents. Affiliate represents that it has provided Association a true and correct copy of its articles of incorporation, bylaws, and other corporate/membership policies, procedures, and manuals (collectively, “Governing Documents”) as in effect on the date of this Agreement. Affiliate shall provide Association with an advance copy of any material new Governing Document, or any material amendment to an existing Governing Document, prior to it becoming effective. Affiliate shall conduct its programs and operations at all times in accordance with its Governing Documents.
i. Major Corporate Events. Affiliate shall obtain Association’s prior written approval of any merger or consolidation with a third party, or any sale, conveyance, or other disposition of all or substantially all its assets.
j. Dissolution. Affiliate’s articles of incorporation will at all times include a clause requiring that in the event of its dissolution or the winding up of its affairs, Affiliate’s governing board, after paying or making provision to pay all of the debts or obligations of Affiliate, will distribute Affiliate’s remaining assets to Association or an organization approved by Association, so long as Association or such other organization qualifies as tax-exempt organization.
9. Policies and Guidelines. Affiliate acknowledges that Association intends to develop and adopt policies and guidelines for its affiliation program (collectively, the “Affiliation Policy”), which upon adoption by Association will be incorporated into this Agreement by this reference, and may be modified by Association from time to time upon reasonable notice to Affiliate. Affiliate shall comply with the terms and conditions of the Affiliation Policy at all times. Until such time as Association has formally adopted the Affiliation Policy, Affiliate agrees to adhere to the interim policies and guidelines set forth in Schedule D, attached to and incorporated into this Agreement by this reference.
10. Association’s Obligations.
a. Communications. Association shall include Affiliate in any communications targeted to Association’s affiliates generally and shall make its representatives reasonably available to Affiliate. Association shall promptly notify Affiliate of any changes in Association’s nonprofit status or bylaws.
b. Support Services. Association shall support the programs and operations of its affiliates, including Affiliate, in such manner and with such resources as it may determine in its sole discretion. Such support will include the support services listed on Schedule E. Association may change or modify the Support Services at any time in its sole discretion by providing Affiliate at least 45 days prior written notice of such change or modification.
Association acknowledges that it has sole responsibility for the planning, management, and carrying out of Association’s activities under this Agreement, including but not limited to payment of all expenses and other liabilities that it may incur in such activities.
11. Relationship of Organizations.
a. Independent Organizations. The parties acknowledge and agree that they are, and they intend to remain, separate corporate entities. The relationship of the parties under this Agreement is that of independent contracting parties. Nothing in this Agreement or the License Agreement will be construed to imply a joint venture, partnership, or principal agent relationship between the parties. Each party will be solely responsible for its own conduct and the conduct of its employees and agents. Neither party will be liable for any debts, accounts, obligations, acts, or other liabilities of the other party or the other party’s employees or agents. Neither party will have the right, power, or authority to obligate or bind the other party in any manner whatsoever.
b. No Financial Support. Except for the Affiliation Fee described in Section 12, and the cost of any insurance provided by Association under Schedule D, neither party has any obligation to provide any financial support to the other party for any reason. Any financial support provided by one party is in that party’s sole discretion and will not create any right in the other party to further financial support.
c. Taxes. Affiliate is solely responsible for all tax returns and payments required by any tax authority in connection with any of its programs and operations. Association will not be liable for any tax liability incurred by Affiliate, and Association will not be responsible for maintaining any records relating to Affiliate’s financial condition or tax position.
d. Joint Marketing. Subject to Subsection (e) below, the parties may conduct joint marketing and promotional efforts as mutually agreed to by the parties, but each party will conduct its own marketing and promotional efforts specific to its individual market. Each party will bear its own costs and expenses related to such efforts.
e. Press Releases and Public Statements. Each party shall obtain the other party’s prior written consent before making any press release, official public statement, or other announcement concerning this Agreement via any web logs, news groups, mailing lists, or similar communications media.
12. Affiliation Fee. In consideration for the licenses granted under this Agreement, as well as the support services to be provided by Association, Association will be entitled to retain 5% of all Affiliate membership dues collected by Association under Section 7 (the “Affiliation Fee”). The balance of any Affiliate membership dues collected by Association under Section 7, after deducting the Affiliation Fee, will be remitted to Affiliate within 30 days after the close of the calendar month in which they were collected, along with an accounting of the total dues collected and the amount of dues retained. Association will provide Affiliate with an annual accounting of the membership dues collected by Association on behalf of Affiliate, and the Affiliation Fees retained by Association, within 60 days after the close of each calendar year.
13. Reports; Books and Records; Inspections.
a. Reports. In addition to any reports required under the Affiliation Policy, Affiliate shall furnish to Association such reports and information as Association may reasonably request from time to time, for the purpose of ascertaining or determining Affiliate’s compliance with the terms of this Agreement and the License Agreement.
b. Books and Records. Affiliate shall maintain records related to all its programs and operations, including minutes of the meetings of its members and governing board, and reports and filings made with governmental agencies relating to its nonprofit and 501(c)(6) status.
c. Inspections. Association and its duly authorized representatives shall have the right, at its own expense and upon reasonable notice, to inspect such books and records of Affiliate and to conduct an evaluation of Affiliate’s programs, services and activities, including conducting site visits and having discussions with Affiliate’s personnel, for the purpose of ascertaining or determining Affiliate’s compliance with the terms of this Agreement and the License Agreement.
14. Confidential and Proprietary Information.
a. Nondisclosure. Each party may choose or be required under this Agreement to disclose confidential information (“Confidential Information”) to the other party. The receiving party shall maintain such Confidential Information in confidence and shall use reasonable efforts to prevent the disclosure to unauthorized third parties of any Confidential Information of the disclosing party. The receiving party may use the Confidential Information of the disclosing party only for the purposes of this Agreement, for the term of this Agreement, and a period of three years after the expiration or termination of this Agreement. To be protected under this Section, any information that is disclosed by the disclosing party must be either marked as “confidential” at the time of disclosure, or identified as “confidential” in written notice to the receiving party within 30 days after disclosure.
b. Exceptions. The receiving party’s obligations under this Section will not apply to information that: 1) is already in the receiving party's possession at the time of disclosure, without obligation of confidentiality; 2) is or later becomes part of the public domain through no fault of the receiving party; 3) is received from a third party with no duty of confidentiality to the disclosing party; 4) was developed independently by the receiving party prior to disclosure; or 5) is required to be disclosed by law, regulation, or order.
15. Non-Solicitation. During the term of this Agreement and for one year thereafter, Affiliate shall not, without Association’s prior written consent, directly or indirectly, solicit any member of Association to become a member of any competing organization, including Affiliate, unless such membership is offered through Association.
16. Non-Disparagement. During the term of this Agreement and for one year thereafter, neither party shall make any public statements (oral or written, through social media or otherwise) that defame, disparage, or criticize the personal or business reputation, practices or conduct of the other party, or the directors, employees, agents, or volunteers of the other party that are known to such party. This prohibition does not apply, however, to disclosures required by applicable law, regulation, or order of a court or governmental agency.
17. Term and Termination. The initial term of this Agreement will begin on the effective date and will continue for 12 months after that date, unless terminated early as provided below. Upon expiration of the initial term or a renewal term, this Agreement will automatically renew for successive one-year terms until one party provides the other party at least 45 days advance written notice of their intent not to renew.
a. Termination for Convenience. Either party may terminate this Agreement without cause upon 45-days prior written notice to the other party. If Association terminates this Agreement without cause, or if Affiliate terminates this Agreement without cause due to a unilateral change or modification by Association in the Permitted Activities or the Support Services, Affiliate will be entitled to a pro rata refund of the Affiliation Fee retained by Association under Section 12, computed based on the number of full months elapsed in the year for the applicable Affiliate member.
b. Termination for Cause. Either party may terminate this Agreement at any time for cause, by providing written notice to the other party specifying the basis for and effective date of termination. For this purpose, “cause” means:
i. The other party fails to perform any monetary obligation under this Agreement or the License Agreement after a 7-day grace period.
ii. The other party materially or repeatedly fails to perform any other obligation under this Agreement or the License Agreement and does not remedy such failure to the terminating party’s satisfaction after a 14-day cure period, unless the breach is not capable of being cured within such period, in which case there will be no cure period;
iii. A representation or warranty made by the other party in this Agreement or the License Agreement was false or misleading in any material respect when made or ceases to be true in any material respect at any time during the term of this Agreement;
iv. The other party commits any dishonest, fraudulent, criminal, illegal, grossly negligent, or willful misconduct relating to the performance of any of its obligations under this Agreement or the License Agreement.
v. The other party commits any act or omission that exposes the terminating party to legal liability or that results in an increase of the premiums the terminating party must pay for commercial liability insurance; and
vi. The other party dissolves, makes an assignment for the benefit of creditors, admits in writing the inability to pay their debts as they mature, or is the subject of any proceeding in bankruptcy, insolvency or reorganization under bankruptcy laws, whether the proceeding is voluntary or involuntary.
If Association is the terminating party, cause also means:
vii. Affiliate breaches any of its obligations under the License Agreement pertaining to Association’s Marks (as defined therein); and
viii. Affiliate markets any service or product or engages in any conduct which, in Association’s sole opinion, reflects materially and unfavorably upon the reputation of Association or subjects or could subject Client to public disrepute.
The right to terminate this Agreement for cause is in addition to any other rights or remedies the terminating party may have in law or equity.
c. Effect of Termination. Unless this Agreement is terminated by Affiliate for cause, Affiliate shall pay Association all fees and expenses due under this Agreement through the effective date of termination, in accordance with this Agreement.
d. Survival. Upon termination of this Agreement, Sections 14-22 and any other provisions of this Agreement which by their nature are expected to survive the expiration or termination of this Agreement, will survive in full force and effect.
18. Indemnification.
a. By Affiliate. Affiliate shall indemnify and hold harmless Association and Association’s directors, officers, employees, agents, volunteers, successors, and assigns from and against any and all third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees and costs of investigation and/or defense) directly, indirectly, wholly, or partially arising from or in connection with: 1) any breach of this Agreement or the License Agreement by Affiliate; 2) any use of Association’s Intellectual Property by Affiliate; or 3) any act or omission of Affiliate or anyone performing work on Affiliate’s behalf arising from or related in any way to the programs, services, and activities conducted by Affiliate.
b. By Association. Association shall indemnify and hold harmless Affiliate and Affiliate’s directors, officers, employees, agents, volunteers, successors, and assigns from and against any and all third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees and costs of investigation and/or defense) directly, indirectly, wholly, or partially arising from or in connection with any breach of this Agreement or the License Agreement by Association, or any act or omission of Affiliate or anyone performing work on Affiliate’s behalf arising from or related in any way to the programs, services, and activities conducted by Affiliate.
19. Limitation on Liability. Neither party, nor its directors, officers, employees, agents, volunteers, successors, and assigns, will be liable to the other party or any other person for any indirect, special, consequential, or punitive damages, including without limitation lost profits, whether they are considered direct or indirect damages, based on any causes of action arising under or related in any way to this Agreement, regardless of whether such party was aware of the possibility of such damages. However, this limitation on liability will not apply to any causes of action arising under or related in any way to the License Agreement or the confidentiality or indemnification obligations under this Agreement. The aggregate liability of Association and its directors, officers, employees, agents, volunteers, successors, and assigns that may arise under or in connection with this Agreement or the License Agreement will not exceed $50,000 in relationship to any single incident ..
20. Force Majeure. Neither party will be liable to the other for any delay in the performance of its obligations under this Agreement or the License Agreement, except for the payment of any money due under this Agreement, caused by an act of God, fire, explosion, strike, war, riot, government regulation or act, or any other cause beyond the reasonable control of such party. However, such party shall give the other party immediate written notice of the event and shall use commercially reasonable efforts to cure the delay.
21. Dispute Resolution. In connection with any dispute between the parties arising under or related in any way to this Agreement or the License Agreement, the parties agree to first attempt to negotiate in good faith a just and equitable resolution satisfactory to both parties.
The negotiations are to be handled by persons within each organization with final authority to resolve the dispute. If the dispute is not resolved by negotiation within 14 days, then the dispute must be submitted to mediation before a qualified mediator mutually acceptable to the parties, either in person at a mutually acceptable location, or remotely through a mutually acceptable method. The parties will bear their own respective costs and attorney’s fees in any mediation. If mediation is not successful, the parties’ consent and submit to venue and exclusive jurisdiction in the federal and state courts located in Colorado, and to service of process, under Sections 13-1-124 and 13-1-125, Colorado Revised Statutes, as amended. Notwithstanding the foregoing, each party acknowledges that its breach of any license conditions contained in this Agreement or the License Agreement, or its breach of any obligations as to confidentiality, non-solicitation, or non-disparagement under this Agreement, may cause irreparable damage to the other party and hereby agrees that the other party will be entitled to seek immediate injunctive or other equitable relief under this Agreement and the License Agreement, as well as such further relief as may be granted by a court of competent jurisdiction, without having to post a bond or other security.
22. General Provisions.
a. Notice. All notices and communications required under this Agreement or the License Agreement must be in writing, and will be considered given when delivered personally to the recipient, sent by e-mail to the recipient, with verification of delivery or receipt, sent to the recipient by reputable overnight courier service, charges prepaid, with delivery confirmation, or sent by registered or certified mail, charges prepaid, with return receipt requested, addressed to the recipient at the following address, or such other address as the recipient may have furnished to the other party in writing:
Somatic Experiencing International Attn: Marv Tuttle Executive Director
5303 Spine Road, Suite 204 Boulder, CO 80301
mtuttle@traumahealing.org 393,652,4936
Northern California Somatic
Experiencing Professional Association
b. Governing Law. This Agreement and the License Agreement are to be governed in all respects by the laws of Colorado without giving effect to its conflicts of law principles.
c. Non-assignment. Neither party may assign any rights or obligations under this Agreement or the License Agreement without Association’s prior written approval, except in the case of Association to a controlled affiliate. Subject to this limitation, this Agreement and the License Agreement will bind the parties and inure to the benefit of their respective successors, assigns, and legal representatives. Any attempted assignment in violation of this paragraph will be void and of no force or effect.
d. Legal Authority. Each person executing this Agreement and the License Agreement on behalf of a party represents and warrants on behalf of such party that: 1) such party has full power and authority to enter into and perform this Agreement and the License
Agreement; 2) such party has taken all requisite actions to approve the execution and performance of this Agreement and the License Agreement; 3) such person has been duly authorized to execute this Agreement and the License Agreement in the name of and on behalf of such party; 4) the performance of this Agreement and the License Agreement is not in conflict with such party’s governing documents (if applicable) or any contract or other requirements by which such party is bound; and 5) this Agreement and the License Agreement are binding upon such party.
e. Third Party Beneficiaries. Nothing in this Agreement or the License Agreement, whether express or implied, is intended to confer any rights or remedies under this Agreement or the License Agreement on any person or party other than the parties to this Agreement and the License Agreement and their respective successors except those entitled to indemnification under Section 18.
f. Understanding. Neither party will be, as a result of entering into or performing under this this Agreement, obligated to continue this Agreement or relationship in any respect, or to engage in any other transaction or relationship.
g. Entire Agreement. This Agreement and the License Agreement, including all schedules and exhibits referenced herein and therein, constitute the entire agreement between the parties relating to the subject matter hereof and thereof, and supersede any prior understanding between them. No representations, arrangements, understandings, or agreements exist except as expressed in this Agreement and the License Agreement.
h. Amendments, Waivers. Except as otherwise provided in this Agreement and the License Agreement, this Agreement and the License Agreement may be amended only by a written instrument signed by both parties. If for any reason one party does not insist upon strict adherence to any provision of this Agreement or the License Agreement, or waives a breach of this Agreement or the License Agreement by the other party, that party will not be prevented from pursuing remedies or insisting upon strict performance for a future breach of the same or another provision.
i. Severability. If a court having jurisdiction determines any provision of this Agreement or the License Agreement to be unenforceable, the remaining provisions will nevertheless remain enforceable to the fullest extent allowed by law, and the court may replace the provision in question with a lawful provision that most nearly embodies the original intention of the parties.
j. No Presumption Against Drafter. This Agreement will be construed without regard to any presumption or rule requiring construction against the party drafting the Agreement.
k. Counterparts. The parties may execute this Agreement and the License Agreement in counterparts, which taken together will constitute one instrument. A signature may be delivered by fax or may be scanned and e-mailed, and such fax or scanned signature will be accepted and effective as an original signature.
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The parties have executed this Agreement effective as of the date set forth above.
Somatic Experiencing International Northern California Somatic
Experiencing Professional Association
_________________________________ _________________________________ Marv Tuttle, Executive Director Maureen Harrington, President
Date: _______________, 2022 Date: _______________, 2022 January 21 January 21
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Schedule A
Required Purposes
1. Unite SE professionals for the purpose of maintaining a professional association dedicated to promoting the highest professional standards of SE professionals for the optimal care of trauma patients.
2. Provide opportunities for continuous professional development, to include diversified educational activities.
3. Embody cultural responsiveness and humility by identifying and offering alliance to underserved and underrepresented portions of the SE community in an inclusive outreach program, including practitioners, students at all levels and the population served by Affiliate.
4. Support, evaluate, and disseminate scientific evidence to improve SE trauma practice.
5. Provide leadership in professional SE trauma practice to influence health care delivery locally, nationally, and internationally.
6. Collaborate in a culturally responsive manner with other professional associations, health care facilities, local community leaders and organizations, universities, industries, technical societies, research organizations, and governmental agencies in matters affecting the foregoing purposes.
7. Otherwise lawfully adopt policies and conduct programs for the improvement of the SE trauma practice provided that the policies and programs are consistent with the requirements that Affiliate is not organized for profit and no part of its earnings inure to individuals.
8. Support identifying and changing the structural reasons for health disparities in oppressed populations, and addressing structural impacts of bigotry in healthcare and trauma treatment.
Schedule B
Permitted Activities
1. Education: further the professional capacity and success of Affiliate’s members and develop leadership within the SE professional community through training and education, such as organizing local workshops and regional conferences, or supporting and augmenting trainings and educational events offered by Association.
2. Community Outreach and Public Education: support and expand awareness of SE as a viable treatment modality to institutions and individuals within the Territory; support students in therapy, counseling, medical, and other educational programs while pursuing SE training; and identify underserved and underrepresented portions of the SE community in an inclusive outreach program.
3. Social Engagement: offer multiple opportunities for social engagement and networking, face to face, in a variety of activities to grow personal bonds and safety in Affiliate’s community.
4. Trauma Response: support Affiliate members being an integral part of disaster response, locally, nationally, and internationally.
5. Website/Social Media: maintain a website and social media presence to make information accessible to diverse populations, as well as publish and distribute a newsletter specific to regional interests.
6. Research: develop and maintain an active database of SE related research in the Territory and support such research locally.
7. Fundraising: raise funds for projects of Affiliate and Association, such as funding for scholarships and financial assistance.
8. Assistants: provide support for Affiliate members working as assistants in SE trainings and educational events.
9. Affiliate may include non-members in these events and activities, as appropriate, for the purpose of providing access to individuals who lack funds to become a member or for the purpose of promoting membership in Affiliate.
Schedule C
Territory
The northern 48 counties of California, with the southern line of Monterey, King, Tulare and Inyo forming the southern boundary of the Territory, as depicted on the following map:
[Insert Map]
Schedule D
Interim Affiliation Program Policies and Guidelines
1. Fundraising/Sponsorships. Affiliate shall not solicit donations from the general public, apply for foundation or governmental grants, or solicit sponsorships from corporate sponsors without first consulting with Association, to ensure Association and Affiliate are not competing with donors and sponsors for the same funds. When soliciting such funds, Affiliate shall represent itself as an affiliate of Association, and shall comply with all state and local charitable solicitations laws. Affiliate shall pay no commissions in connection with its fundraising activities.
2. Annual Report. No later than 60 days after the close of Affiliate’s fiscal year, Affiliate shall submit to Association a written report including:
a. A description of Affiliate’s programs and operations conducted in the prior year and anticipated changes in the coming year;
b. A list of the outgoing and incoming officers, as well as board or officer or key staff turnover that took place during the prior year;
c. The budget for the new fiscal year as approved by governing board;
d. Financial statements for the fiscal year just ended;
e. Affiliates annual report, if any;
f. Copies of any new Governing Documents or any amendments to existing Governing Documents adopted during the prior year and not previously provided to Association, whether material or not.
g. Such other information as may be reasonably requested by Association.
3. Tax Returns. Affiliate shall provide Association a copy of its Form 990 and any Form 990-T within 60 days of filing.
4. Financial Statements. Affiliate shall provide Association quarterly financial statements within 30 days after the close of each calendar quarter. The fourth quarter financial statements may be included with the annual report instead. If Affiliate has audited financial statements, or a review of its annual financial statements performed by an independent accounting firm, Affiliate shall provide a copy of such annual financial statements to Association within 60 days of their completion.
5. Insurance. Affiliate shall obtain and maintain: a) workers’ compensation insurance in conformity with applicable state law for any employees who perform work on Affiliate’s behalf under this Agreement; b) commercial general liability insurance, with primary coverage in an amount equal to at least $2,000,000 per occurrence and $4,000,000 in the aggregate; and c) umbrella liability insurance with coverage of at least $3,000,000. For the initial term of the Agreement (as defined in Section 17), Association shall pay or reimburse Affiliate for the premiums for the insurance described in b) and c). Affiliate will be solely responsible for any premiums incurred after the initial term. At Association’s option, in its sole discretion, Association may elect to include Affiliate in any group policy secured by Association, paying or reimbursing Affiliate for its own insurance.
All insurance required to be maintained by Affiliate under this Section must be provided by an insurance carrier licensed to write insurance in the Territory and rated at least “A-” in Best’s Key Rating Guide, and must include waiver of subrogation clauses as to Association. The commercial general liability insurance must: a) name Association and its directors, officers, employees, agents, volunteers, successors, and assigns as additional insureds; b) be primary and noncontributory; and c) provide it will not be canceled without 30 days’ prior written notice from the insurer to Association. Affiliate shall deliver to Association evidence of coverage prior to execution of this Agreement and shall furnish Association with evidence of renewals at least 30 days prior to expiration.
Schedule E
Support Services
Audit Trail
Title
Northern California Affiliation Agreement
File Name
Document ID
Audit Trail Date Format Status
01 / 21 / 2022
22:18:49 UTC
01 / 21 / 2022
23:17:51 UTC
01 / 21 / 2022
23:47:06 UTC
01 / 22 / 2022
01:13:21 UTC
01 / 22 / 2022
01:18:44 UTC
SEPA NorCal Inter...nature 012122.pdf
479d3d68ca789fa04c87c4c7d0a2f6fb091e2c34 MM / DD / YYYY
Signed
Sent for signature to Maureen Harrington
(mharringtontouchtherapy@gmail.com) and Marv Tuttle (mtuttle@traumahealing.org) from legal@traumahealing.org IP: 73.169.94.5
Viewed by Marv Tuttle (mtuttle@traumahealing.org) IP: 70.168.53.231
Viewed by Maureen Harrington
(mharringtontouchtherapy@gmail.com)
IP: 73.231.48.203
Signed by Maureen Harrington
(mharringtontouchtherapy@gmail.com)
IP: 73.231.48.203
Signed by Marv Tuttle (mtuttle@traumahealing.org) IP: 70.168.53.230
01 / 22 / 2022 The document has been completed. 01:18:44 UTC