Member Agreement

BETWEEN

[name of organization] incorporated under [governing law] on [date], headquartered in [city], [province/state], represented by [name] and which declare themselves duly authorized for the purposes hereof;

Hereinafter referred to as "THE MEMBER"

AND

The Ægir Cooperative, incorporated under the Québec Cooperatives Act (R.S.Q. chapter C-67.2) on June 17, 2016, headquartered in Pointe-Claire, Québec, represented by [name of Board member] and which declare themselves duly authorized for the purposes hereof;

Hereinafter called "THE COOPERATIVE".

WHEREAS the Member is committed to comply with the by-laws of the cooperative.

WHEREAS by-law number 1 of the Cooperative requires the signature of a member agreement by all members.

The parties hereto agree as follows:

  1. The Member agrees to provide his/her services for one year to the Cooperative when they are required and to respect the terms of delivery of the service established by the Cooperative.
  2. The Cooperative is committed to offer contracts to its members in preference over any other person.
  3. The Member may terminate this contract or its renewal by sending the secretary of the Cooperative a written notice to this effect at least 30 days prior to the renewal, which notice is equivalent to a notice of resignation as a member. Without such notice, this Agreement or any renewal thereof, will be renewed automatically for a similar period.
  4. The Cooperative is released from its guarantee, if the Member is expelled for unsatisfactory performance or if the Member is unable for any reason whatsoever, to perform the work that the Cooperative offers him.
  5. Specialized tasks:
    1. If the Member has a specialization, it must be specified in an annex to this contract for these provisions to take effect.
    2. The Cooperative commits to exclusively mandating such specialized tasks to this Member.
    3. The Member agrees to give priority to specialized mandates issued by the Cooperative over any other mandate from outside.
    4. If more than one member has the same specialization, mandates are distributed according to other basic rules of labor allocation.
  6. Additional benefits to the Member are set out by the Board of Directors, based on the Cooperatives available resources.
  7. Responsibilities of the Member are set out by the Operations Committee, based on the Member's capabilities and the Cooperative's requirements.
  8. Confidentiality
    1. The Cooperative prohibits members from conserving, transmiting or using any confidential information, in whole or in part.
    2. Any information on the administration, management or internal operations of the Cooperative is considered confidential.
    3. Any information acquired under a mandate granted to the Cooperative is considered confidential.
  9. Non-competition:
    1. The Member agrees to comply with this clause, effective the end of this Contract and during the 2 years after the resignation or expulsion of the Member.
    2. The former Member agrees not to offer services in competition with the cooperative's service offerings, to any customer of the cooperative.
    3. The former Member agrees to decline all requests for service from a customer of the Cooperative and to refer the customer to the Cooperative.
    4. If the Cooperative loses a contract in favor of a Member or former Member, the Cooperative may demand compensation equal to the income from that client to the Cooperative during the last year, or a minimum amount of $1000 (USD).
    5. This non-compete clause does not apply to customers who have a family relationship with the Member or former Member (immediate family member, a spouse of the member or immediate family member's spouse).
  10. Any refusal by the Member to accept a contract offer that will make the Cooperative fail to fulfill the contract, other than for medical reasons, will be considered failure to perform the Member's obligations to the Cooperative within the meaning of paragraph 5 of Article 57 of the Cooperatives Act (RSQ, c. C-67.2)
Signed at: _______________________________________ on _______________________
MemberÆgir Cooperative
________________________________________________ ________________________________________________
(Organization name) (Authorized signatory)
________________________________________________ ________________________________________________
(Authorized representative) (Authorized signatory)