Community Member Agreement

Last updated: May 17, 2023

THIS COMMUNITY MEMBER AGREEMENT (this “Agreement”) is entered into by and between NorthLawn LP, a Delaware limited partnership, with its principal place of business at 8 The Green, STE B, Dover, Delaware 19901 (the “Company”), and the individual or entity agreeing to and accepting the terms of this Agreement as evidenced by its clicking of the “I agree to the terms of the Community Member Agreement” check box during account creation (the “Community Member”).

W I T N E S S E T H

WHEREAS, the Company is a Delaware limited liability company that has created a community platform (the “Community”) to connect consultants willing and able to provide professional consulting services across multiple roles and specialties to clients and other Community partners seeking the provision of such services (each, a “Client”); and

WHEREAS, Community Member provides such consulting services; and

WHEREAS, each of Company and Community Member desires that Community Member join and participate in the Community, all under the terms, conditions, and covenants set forth in this Agreement.

NOW THEREFORE, in consideration of the foregoing premises, and the terms, covenants, and conditions set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are duly acknowledged, the parties desiring to be legally bound, agree as follows:

1. Relationship of the Parties.

a. Independent Contractor. This Agreement sets forth the terms and conditions under which Community Member shall be engaged with the Community. For all purposes hereunder, including the provision of any services to Clients, Community Member shall be acting as an independent contractor. As an independent contractor, Community Member shall not be subject to the provisions of any employee handbook or rules and regulations applicable to employees of Company. Company shall neither have nor exercise control or direction over the methods by which Community Member furnish services to any Clients hereunder. Nothing in this Agreement is intended to interfere with Community Member’s ability to exercise independent professional and ethical judgment in furnishing services to any Clients hereunder.

b. Relationship. The parties do not intend to establish any employment relationship, joint venture, or partnership, either express or implied, between Company and Community Member. As an independent contractor, Community Member shall not have any financial interest in Company’s tangible or intangible assets. Community Member shall not without the prior written consent of Company: (i) use any money belonging to Company or pledge Company’s credit; (ii) release or discharge any debt due to Company; (iii) commit or permit to be committed any act whereby Company’s property may be subject to attachment or seizure; (iv) cause Company to become a guarantor, surety, or endorser, or give any note for any person or entity whomsoever; or (v) enter into any contract or obligation for, in the name of or on behalf of Company.

c. Community Member shall be solely responsible for paying all income taxes, self-employment taxes, and other such tax payments or similar types of charges on self-employment income on any earnings or payments made hereunder. Company shall not withhold any income taxes, social security, FICA, or any other employee withholdings. Company shall not be obligated to pay any tax or make any contribution to any governmental agencies for disability and/or unemployment insurance on behalf of Community Member. Company shall not be required to maintain workers compensation or other insurance for Community Member.

d. No employment benefits shall be afforded to Community Member hereunder. Without limiting the foregoing, Community Member shall not be entitled to participate in any employee benefit, fringe benefit, or retirement program afforded to Company’s employees, and Community Member shall not make a claim of entitlement to any such employee benefit, fringe benefit, or retirement program.

2. Term.

This Agreement will be effective at such time as Community Member clicks the “I agree to the terms of the Community Member Agreement” button during profile creation and shall continue for successive periods of one (1) year each, unless earlier terminated under any provision of this Agreement (the “Term”).

3. Duties.

During the Term, Community Member shall make itself available to the Company, on a “per project” basis, when and as mutually agreed, as set forth in this Section 3. For the avoidance of doubt, Company does not guarantee, and nothing in this Agreement shall be deemed to be a guarantee, that Community Member will be assigned or engaged to perform any services or to complete any projects for any Clients.

a. Upon identification of a project to be performed by Community Member during the term of this Agreement, Company shall prepare a Project Agreement that identifies the scope, approach, deliverables, and details of the services to be provided by Community Member for the project in question (each, a “Project Agreement”). Upon obtaining Community Member’s written consent to the terms set forth in the Project Agreement, the Project Agreement shall be executed by each of the parties thereto.

b. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of a Project Agreement, the terms and conditions of the Project Agreement shall control.

c. Community Member shall submit to Company its claim for the Professional Fee (as defined in the applicable Project Agreement) payable to it pursuant to the terms of such Project Agreement stating with reasonable specificity the activities (i.e., dates, number of hours, and description of activities) performed in furtherance of the Project (as such term is defined in the Project Agreement), and the reasonable documented expenses (including receipt(s)) incurred by Community Member with respect to such Project.

4. Current and Continuing Representations and Warranties of Community Member.

Company has entered into this Agreement in reliance on Community Member’s representations and warranties set forth below. Community Member shall immediately notify Company in the event any of the representations or warranties set forth below become untrue or inaccurate in any manner, which notice shall set forth with particularity the reasons for or a description of the matter which is the subject of the notice. Community Member hereby represents and warrants to Company as follows:

a. Community Member has the experience and legal right to render services and will perform the services specified in each Project Agreement in an efficient and timely manner.

b. Community Member is not bound by any obligation, restriction or limitation, contractual or otherwise, to any other individual or entity that would prohibit or impede Community Member from undertaking and performing the duties, responsibilities and obligations under this Agreement or any Project Agreement, and Community Member is free to enter into and perform the terms and provisions hereof and thereof.

c. The execution, delivery and performance of this Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound or any applicable law or regulation.

d. If Community Member is an entity, (i) Community Member is duly formed, validly existing and in good standing under the laws of its jurisdiction of formation, (ii) Community Member has the power and authority to enter into this Agreement, (iii) the execution of this Agreement and the performance of Community Member’s obligations hereunder do not and will not constitute a breach or violation of its organizational or governing documents, and (iv) this Agreement constitutes the legal, valid and binding obligation of Community Member, enforceable against it in accordance with its terms.

5. Compensation.

a. Upon receipt of a Professional Fee from a Client in accordance with the terms of the applicable Project Agreement, Company shall pay Community Member its share of the Professional Fee in accordance with the terms set forth in the Project Agreement and this Section 5(a). Company will pay all amounts due based on the Community Member’s claim provided in accordance Section 3(c) hereof within forty-five (45) days of receipt of such claim including all supporting information (or, if later, within five (5) days following Company’s receipt of the Professional Fee from Client), provided that Client has not contested the services performed or expenses spent by Community Member in furtherance of the Project.

b. In addition to the compensation set forth in Section 5(a), an Active Community Member will be entitled to receive a portion of the Community Fees (as defined in the Project Agreement) that are actually collected by Company subject to the terms and conditions of this Section 5. To qualify as an Active Community Member, this Agreement shall be in full force and effect and such Community Member shall have satisfied at least one of the following conditions for the applicable Pool Period (defined below): (i) Community Member shall have performed services for a Client pursuant to one or more Project Agreements with respect to which NorthLawn shall have collected at least Two Thousand Five Hundred Dollars ($2,500) of Professional Fees in the aggregate; or (ii) Community Member shall have offered to the Community one or more Projects with respect to which Company shall have collected at least Two Thousand Five Hundred Dollars ($2,500) of Professional Fees in the aggregate. Subject to Company’s discretion, the qualification date is based on the date the Community Fee is received by Company, which may not necessarily correspond with the date of Project completion or date of payment to Community Member pursuant to Section 5(a). The Pool Period is calculated biannually during two periods: (i) Pool 1 is the period between January 1 and June 30 of each year; and (ii) Pool 2 is the period between July 1 and December 31 of each year.

c. Unless otherwise stated in the applicable Project Agreement, the Community Fee for each Project is equivalent to 25% of the Professional Fee. This extra Community Fee will be charged to Client in addition to the Professional Fee. The Community Fee actually received by Company with respect to a Project shall be designated, paid and used as follows:

i. Shared Revenue Pool (accounts for 40% of the Community Fee). An Active Community Member will be entitled to receive such Community Member’s proportionate share of the Shared Revenue Pool as follows:

(A) Community Pool (equal to 50% of the Shared Revenue Pool (or 20% of the Community Fee)): This pool is distributed equally among Active Community Members; and

(B) Performance Pool (equal to 50% of the Shared Revenue Pool (or 20% of the Community Fee)): This pool is distributed proportionally to Active Community Members based on the aggregate dollar value of Professional Fees earned by each Active Community Member during such Pool Period. This is calculated for each Community Member as a combined monetary value of: (i) Professional Fees earned by Community Member pursuant to Project Agreements; and (ii) Professional Fees earned by other Community Members in connection with Projects offered to the Community by such Community Member.

ii. Platform Support (accounts for 40% of the Community Fee). Subject to Company’s sole discretion, Company will provide to Community Member additional platform support, including but not limited to, marketing activities, growth activities, services, and miscellaneous costs.

iii. Client Owner Compensation (accounts for 20% of the Community Fee): Community Member will be entitled to receive Client Owner Compensation for sharing project opportunities with the Community. Community Member will receive this payment if the Project is completed through Company. Community Member will receive this amount not only for the single completed Project but for all future work by the single Community Member within the Client organization. As such, the first Community Member to have a project completed through Company will claim the future Client Owner Compensation rights for ongoing work through Company with the Client. Any disputes between Community Members about Client Ownership Compensation will be resolved by Company.

6. Billing; Assignment.

a. General. Company or its designee shall be solely entitled to bill Client and to collect from Client all fees for the services furnished by Community Member pursuant to any Project Agreements to which Community Member is a party. Community Member shall promptly complete all records and report all information necessary for Company or its designee to bill and collect for such services. Community Member shall be responsible for the accuracy of all billing information Community Member provides to Company.

b. No Billing by Community Member. Except as may be directed in writing by Company, Community Member shall not bill or collect any fees directly from Client for the services furnished by Community Member pursuant to any Project Agreement. Community Member accepts compensation pursuant to Section 5 above as complete and full satisfaction of all amounts owed to Community Member pursuant to the terms of any Project Agreement.

c. Assignment. Community Member hereby assigns to Company any right or claim to any and all fees, compensation, and other income attributable to the furnishing of services to any Client pursuant to a Project Agreement, all of which will solely belong to and be the property of Company and all of which will be promptly remitted to Company without notice or demand.

7. Limitation of Liability.

To the maximum extent permitted by law, in no event will Company be liable for any special, consequential, incidental, exemplary, punitive, or indirect or similar losses or damages of any nature including, but not limited to, litigation costs, costs or damages due to loss of profits, business opportunities, revenue, goodwill, production or use, business interruption, procurement of substitute goods or services, or the loss or cost of recreating any data, arising out of or in connection with this Agreement, any Project Agreement or Community Member’s participation in the Community, regardless of the cause of action or the theory of liability, whether in tort, contract or otherwise, even if Company was advised of, knew of or should have known of the possibility of such loss or damages and even if the limited remedies provided herein fail of their essential purpose. Community Member acknowledges and agrees that Company is not and will not be liable to any third party (including Client) for any acts or omissions of Community Member.

8. Indemnification.

Community Member hereby agrees to indemnify, defend and hold harmless Company, its officers, directors, employees, agents and shareholders, from and against any and all third party claims, actions, proceedings, liabilities or losses including, without limitation, reasonable attorneys’ fees, arising from or based on: (i) a breach of this Agreement by Community Member or any violation of any applicable laws, rules and regulations by Community Member or any of its officers, directors, employees, agents or shareholders in Community Member’s performance of this Agreement, any Project Agreements and the transactions contemplated hereby and thereby; (ii) Community Member’s gross negligence, intentional misconduct or fraud; or (iii) in the nature of any mis-representation or breach of warranty by Community Member. In the event Company seeks indemnification under this Section, Company shall inform Community Member of the claim, liability, or expense giving rise to the obligation to indemnify pursuant to this Section as soon as reasonably practicable after receiving notice thereof.

9. Termination.

a. Generally. This Agreement and Community Member’s participation in the Community shall terminate upon the occurrence of any of the following events:

i. The mutual written agreement of parties to terminate this Agreement.

ii. Immediately upon the involuntary or voluntary liquidation or dissolution of Community Member.

iii. Upon Company giving Community Member at least seven (7) days prior written notice of its intention to terminate this Agreement for any reason or no reason.

b. Termination with Cause. Company shall have the right to terminate this Agreement in its entirety in the event of a breach of the terms hereof by Community Member that is not cured within five (5) days following receipt of written notice thereof specifying the breach. A just “Cause” for terminating Community Member’s participation in the Community shall include:

i. Community Member’s failure to comply with, or beach by Community Member of, any provision of this Agreement;

ii. Community Member’s failure to provide the Services as defined in Section 1 of any applicable Project Agreement, provided that Client will first notify Community Member in writing of any such failure and Community Member may cure such failure within five (5) days after such notice;

iii. Community Member’s conviction of a felony or indictable offense;

iv. Community Member’s engagement in gross negligence or fraud; or

v. A determination by Company that Community Member has engaged in abusive/disruptive behavior, harassment, or sexual harassment of a Client, Client’s personnel, or Company’s personnel.

10. Confidentiality.

a. As used herein, “Confidential Information” means all confidential and proprietary information of a party hereto (“Disclosing Party”) disclosed to the other party hereto (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential, is identified in writing as confidential or proprietary within fifteen (15) days of disclosure to the Receiving Party, or is otherwise information which a reasonable person would deem confidential or proprietary given its nature or the circumstances under which it was provided. Confidential Information shall not include any information that a Receiving Party can show: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

b. During the Term of this Agreement and for a period of two (2) years thereafter, Receiving Party agrees to protect the confidentiality of the Confidential Information disclosed to it by the Disclosing Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind. However, a Receiving Party may disclose Confidential Information of the Disclosing Party to its employees, agents and/or representatives who have a need to know such Confidential Information for purposes of the performance of Receiving Party’s obligations under this Agreement, or to legal, financial or other professional advisors who are providing professional services to the Receiving Party subject to obligations of confidentiality.

c. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's expense, if the Disclosing Party wishes to contest the disclosure. The Receiving Party will cooperate reasonably with the Disclosing Party in any effort the Disclosing Party undertakes to obtain a protective order and, if disclosure is nonetheless required, will furnish only such Confidential Information as is legally required to be disclosed. Upon termination of this Agreement, the Receiving Party agrees to return or destroy all Confidential Information of the Disclosing Party in its possession.

11. Restrictive Covenants.

a. During the term of this Agreement and for two (2) years following the termination of this Agreement for any reason (the “Restricted Period”), Community Member shall not solicit, or otherwise attempt to contract or do business with, any Client to whom Community Member was introduced by Company or through the Community or otherwise induce or attempt to induce any such Client to cease doing business with Company or in any way interfere with the relationship between any such Client and Company. In the event that Community Member violates this Section 11(a), in addition to remedies available to Company pursuant to Section 11(d) or otherwise, Company shall have the right to seek payment from Community Member, as liquidated damages for such violation, of an aggregate amount equal to thirty-three percent (33%) of all compensation paid to Community Member by such Client, or otherwise earned by Community Member in consideration of services performed by Community Member for such Client, in each case during the Restricted Period (the “Direct Engagement Fee”). Community Member agrees to pay the Direct Engagement Fee to Company within thirty (30) calendar days following Company’s demand for such payment.

b. During the Restricted Period, Community Member shall not, without the prior written consent of Company, either individually or through any entity and either on Community Member’s own behalf or on behalf of any other person or entity, or endeavor to employ or to retain as an independent contractor or agent, any person who has been an employee of Company at the time of the offer of or solicitation for employment, or otherwise endeavor to encourage any such employee to terminate such employee’s relationship with Company.

c. Community Member acknowledges that Community Member freely entered into these covenants, and expressly agrees that the duration, and description of the limited conduct as set forth herein are reasonable and necessary for the protection of the legitimate business interests of Company.

d. Community Member acknowledges that damages at law would not be a measurable or adequate remedy for breach of the covenants contained in this Section 11, and accordingly consents to entry by any court of competent jurisdiction of an order enjoining Community Member from violating any of such covenants. Community Member agrees that such equitable relief shall include the entry of a temporary restraining order until a hearing on the merits of the alleged breach of the covenants can be held and that such temporary restraining order may be applied for and granted without prior notice to Community Member. Nothing herein shall be construed as prohibiting Company from pursuing any other remedy or remedies available at law or in equity for a breach or threatened breach of this Section 11, or any other provision of this Agreement.

12. Miscellaneous.

a. Survival. Sections 7, 8, 10, 11 and this Section 12 shall survive the expiration or termination of this Agreement in accordance with their terms.

b. Notices. Any and all notices, instructions, requests, demands, or other communications hereunder shall be in writing and shall be deemed given if delivered personally, sent by email, sent by overnight mail, or sent by certified mail, postage prepaid, return receipt requested to Company at the address set forth above or to Community Member at the most recent address for Community Member held in Company’s records, or to such addresses as may from time to time be designated by any of them in writing by notice similarly given to all parties.

c. Severability. If any provision of this Agreement is declared void or unenforceable by a court of competent jurisdiction, all other provisions shall nonetheless remain in full force and effect.

d. Governing Law; Venue; Arbitration; Waiver of Trial by Jury. This Agreement shall be governed by and construed under the laws of the State of Delaware, without giving effect to its conflict of laws principles or choice of law principles. Other than claims for injunctive relief, or equitable relief, which may only be brought in a United States District Court located in the State of Delaware or any Delaware State Court having subject matter jurisdiction in New Castle County, any controversy, claim, or dispute arising out of, or in any way relating to, this Agreement or the termination thereof, whether arising in contract, tort, or otherwise, even if those claims would otherwise include a right to trial by jury, shall be resolved by binding arbitration conducted in accordance with the commercial rules of American Arbitration Association.

e. Waiver. The waiver by any of the parties hereto of a breach of any provision of this Agreement shall not be construed as a waiver of any subsequent breach. The failure of a party to insist upon strict adherence to any provision of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that provision or any other provision of this Agreement. Any waiver must be in writing.

f. No Assignment. Community Member shall not sell, transfer, assign, pledge, or hypothecate this Agreement or any of Community Member’s rights, duties, obligations, or interests hereunder. Any purported assignment in violation of this Section is null, void, and of no force or effect.

g. Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties in connection with the subject matter hereof, and supersedes and merges any and all prior or contemporary agreements in connection with the subject matter hereof, whether written or oral, and whether explicit or implicit, which have been entered into before the execution of this Agreement. This Agreement cannot and shall not be changed, modified, or amended without the written agreement of the parties.

Community member agreement