Member Agreement

Agreement points

Point 1

The basic nature of the agreement is that members will work on behalf of the cooperative.

The basic term of the agreement is for one year.

Point 2

The cooperative, in turn, will offer any work to its members before looking outside the co-op.

Point 3

The agreement renews automatically, unless the member resigns, in writing.

Point 4

If the member is dismissed or cannot otherwise complete the work, the cooperative is no longer bound by the agreement.

Point 5

Optionally, the coop can specify that priority be given to "specialists" at various tasks.

Point 6

We could, optionally, specify the benefits to member directly in the agreement itself. However, since these are likely to be fluid, based on the services of the co-op, and its available resources, we delegate this to the Board of Directors. They will be documented in the Operations Manual.

Point 7

We could, optionally, specify the responsibilities in the agreement itself. However, since these are likely to be fluid, to respond to customer and market demands, we delegate this to the Ops Team. They will be documented in the Operations Manual.

Point 8

A confidentiality clause is technically optional. However, since we're dealing with customer data, confidentiality is important.

Point 9

It may be interesting, to protect both the cooperative and its members, to mark the rules of non-compete both with respect to customer and tools developed.

We integrated below against certain elements to be considered in the drafting of such a clause. Obviously, the non-compete clause must be written in the specific context of the company. To customize this item to your corporate context, we suggest you contact an attorney.

A distinction could be made between two situations:

  • Situation 1: The customer or tools owned by a natural or legal person before its accession to the cooperative
  • Situation 2: The customer or tools have been developed by the cooperative

Situation 1:

It could be decided that the customer is free to follow the outgoing member of the cooperative.

This element is interesting in the case of customers belonging to the member before it joined the cooperative. This reduces the risk to a member who has transferred a large customer to the cooperative.

Ongoing contracts could return to the cooperative.

Situation 2:

The cooperative may require the outgoing member a delay before it can solicit the customers of the cooperative.

This element could be applied to all the "new" customers of the cooperative. In this way, a member not having brought any customer to the cooperative, could, in case of starting the coop, solicit those customers before a certain deadline. This provides some stability to the cooperative event of the departure of its members.

Point 10

Refusing work that would cause the co-op to lose a contract is grounds for expulsion.