Common use of Obligations of Chapter Clause in Contracts

Obligations of Chapter. Chapter will: 3.1 Attest and document that the Chapter and any subsidiary or related entities (i.e., foundation) are in good standing to conduct business within their geographic border. 3.2 Provide to CSI contemporaneous copies of Chapter’s Bylaws, Articles of Incorporation or business license, and IRS determination letter of tax-exempt status if applicable (“Enabling Documents”). 3.3 Attest and document that the Chapter’s Enabling Documents will be reviewed by independent legal counsel experienced in non-profit law prior to adoption of any amendments. 3.4 Provide Chapter’s annual financial statements Statement of Activities, Balance Sheet, and Cash Flow Statement. Provide copies of Chapter’s tax returns upon request. 3.5 Acknowledge that membership dues are determined and collected by CSI, and the Chapter portion remitted to the Chapter by CSI, and that no other form of membership dues may be assessed. 3.6 Annually submit to CSI a list of its Chapter Officers and Board of Directors, along with contemporaneous contact information. Provide to CSI all Chapter finance, accounting, or legal contacts upon request. 3.7 Use only the forms of CSI Properties that CSI provides to Chapter, only in compliance with the then-current Guidelines and only in connection with Chapter’s services. Chapter will get CSI's written approval before Chapter: 1) alters any CSI Property or CSI-provided CSI-Chapter logo; 2) creates materials or promotions using the CSI Properties; or 3) allows any third party to use a CSI Property. This paragraph survives Agreement termination or expiration. 3.8 Acknowledge that CSI owns the CSI Properties during and after the Term and that nothing in this Agreement or Chapter’s use of the CSI Properties gives Chapter any ownership rights in the CSI Properties. Chapter will immediately notify CSI when Chapter becomes aware of any third-party infringements of the CSI Properties, and will, at CSI's request and expense, assist CSI in defending the CSI Properties. Chapter’s acknowledgement in this paragraph survives Agreement termination or expiration, and Chapter’s notification and assistance obligations in this paragraph survive for three years after Agreement termination or expiration. 3.9 Align with CSI’s mission and related policies to the extent applicable, and with CSI policies as those policies may relate to content and promotions. Chapter may promote its operations via the Internet, but may not operate in another Chapter or Region’s authorized geographic area, as such has been determined by CSI, without that Chapter or Region’s prior written consent. 3.10 Provide to CSI, subject to CSI’s and Chapter’s then-current data privacy policies, lists of potential members and potential customers (“Lists”) in order to facilitate recruitment and customer service efforts. In receiving these lists, CSI acknowledges that Chapter: 1) may withhold information subject to opt-out restrictions; and 2) does not guarantee or warranty the accuracy of List information.; 3) will advise CSI that individuals on the list have opted to restrict or stop CSI’s use of their information. 3.11 Secure Directors & Officers Liability Insurance and General Liability insurance at levels appropriate for Chapter’s assets, operations, and activities. 3.12 Provide to CSI Chapter’s banking information to send and receive electronic payments for purposes of ensuring timely payments and reconciliation. Chapter also agrees to review and update this information annually. 3.13 Each party acknowledges that all non-public information provided by one party (as a "Provider") to the other party (as a "Receiver") is considered proprietary and confidential ("Confidential Information"). Receiver must: a) maintain the confidentiality of the Confidential Information during and after the Term; b) keep all Confidential Information in a secure place; c) not use Confidential Information for any purpose other than performing the obligations under this Agreement; d) obtain Provider's prior written approval before disclosing Confidential Information to any third party; and e) return to Provider all Confidential Information, including all copies, when Provider requests or upon Agreement termination or expiration. Confidential Information does not include information that Receiver can show that Receiver knew on a non-confidential basis before it was disclosed to Receiver; is in the public domain through no breach of this Agreement or other wrongful act; was rightfully received on a non-confidential basis from a third party without breach of this Agreement; or Provider approved for release. This Section survives for five years after Agreement termination or expiration.