THIS AFFILIATION AGREEMENT (the “Agreement”), is made this    Date*   by and between the National Community Pharmacists Association (“NCPA”), a non-profit Virginia corporation, with a place of business at 100 Daingerfield Road, Alexandria, VA 22314, and {chapterName} (“Chapter”), with its primary location of business in          City*   State*      .

NOW THEREFORE, in consideration of the premises set forth above and the promises set forth below, the sufficiency and receipt of which are hereby acknowledged, the parties hereby agree as follows:

 

I.                 Grant of Charter to Chapter.

 

A.            Charter. NCPA hereby grants to Chapter a non-exclusive charter to be a chapter of NCPA. In accordance therewith, Chapter is authorized to use the name “National Community Pharmacists Association Student Chapter,” and special student chapter logo of NCPA in or in connection with Chapter’s name, with the authority to use such marks in connection with Chapter activities authorized under this Agreement, subject to the terms and conditions of this Agreement and any written guidelines attached hereto, otherwise incorporated herein, or subsequently provided to Chapter by NCPA.

 

B.            Term and Termination. The Term of this Agreement shall commence on the effective date set forth above and shall continue until revoked by NCPA or surrendered by Chapter, pursuant to the terms of this Agreement for revocation and surrender.

C.            Student Chapter Operations and Sustainability Manual and Bylaws. Chapter represents and warrants that it meets the minimum requirements to establish a chapter, as set forth in the NCPA Student Chapter Operations and Sustainability Manual. Chapter further represents and warrants that it shall adopt bylaws in a form substantially similar to those attached as Exhibit A to this Agreement.

D. Location of Representation. Chapter shall represent NCPA as NCPA’s exclusive student chapter affiliated with {chapterName}, pursuant to and in accordance with the NCPA mission and purposes as set forth in NCPA Articles of Incorporation and Bylaws or as otherwise established by the NCPA Board of Directors. NCPA shall not designate other student chapters affiliated with {chapterName}, but NCPA may, in its sole discretion, sponsor or conduct programs in conjunction with {chapterName} and/or accept members not affiliated with Chapter who are students at {chapterName}.      
 

E.            Authorized Activities. NCPA specifically authorizes Chapter to conduct the following activities within the Area: education and training and/or other professional development meetings/programs, membership recruitment and retention efforts, outreach to local universities and related organizations and such other activities as may be consistent with the mission and purposes of NCPA and in which NCPA may from to time to time authorize Chapter to engage.

 

II.                 Membership and Dues.

 

A.            Membership.                                       The terms and conditions of membership in NCPA (“NCPA Membership”) shall be determined exclusively by the NCPA Board of Directors.     NCPA            Chapter           participation is optional and is not a condition of NCPA membership. There must be a minimum of sixteen (16) current national dues paying members of NCPA in the Area that have demonstrated interest in NCPA for NCPA to grant a charter to Chapter. No more than eight (8) of the charter members may be in their final semester of didactic education. This membership minimum must be maintained in order to keep the charter active. You will submit your roster with your end of year report. If the national membership drops below 16, NCPA shall have discretion regarding revocation of the charter, including without limitation putting the chapter on probation for up to 2 years and/or revoke the charter if membership is not sufficiently reinstated.

 

B.            Dues. Dues levels and conditions for the NCPA Membership will be determined by the NCPA Board of Directors.

 

III.                 Obligations of NCPA.

NCPA’s obligations under this Agreement shall include:

 

A.            Promulgating guidelines, policies and procedures for chapters that assures that each chapter operates in a manner that supports the mission and objectives of NCPA and is in compliance with all laws and regulations governing Internal Revenue Code tax exempt organizations;

 

B.            Providing support services for chapters, to include ideas for education, service and fundraising projects;

 

C.            Assigning a staff liaison to the Chapter, who will help guide chapter governance, planning and program implementation will serve as a point of contact for accessing other NCPA resources;

 

D.            Providing dedicated space on the NCPA website for student member general information and activities, in accordance with NCPA’s policies and guidelines for its website;

 

E.            Providing timely access to information about NCPA’s programs, services and initiatives and to implement mechanisms for engaging chapter leadership as a resource for future strategic and operational planning for NCPA;

 

F.             Provide chapter leaders with resources and forums to exchange ideas and best practices among one another and with NCPA Headquarters.

 

G.            Creating a specially designed NCPA Student Chapter logo (See Exhibit B) and guidelines on the use of this logo and the NCPA name; and

 

H.            Providing access to special materials that can be used for Chapter programs at a reduced fee or no cost, when appropriate.

 

IV.                 Obligations of Chapter.

Chapter’s obligations under this Agreement shall include:

 

A.            Corporate and Tax Status. Chapter warrants that it shall operate as a nonprofit entity.

 

B.            Bylaws, As a condition of receipt of its charter as a chapter of NCPA, Chapter shall provide its Bylaws to NCPA. Such Chapter Bylaws are, and shall remain, consistent in all materials respects with the Model Bylaws attached hereto as Exhibit A and incorporated by reference herein. Any amendments to Chapter’s Bylaws must first be submitted to, and approved by, NCPA.   Chapters shall have as its purposes those set forth in the Model Bylaws attached in Exhibit A, shall conduct its activities at all times in accordance with such Bylaws, and shall comply at all times with all of the requirements set forth in NCPA’s Bylaws attached in Exhibit C, and all other  chapter-related policies, procedures, handbooks, or other written guidance provided heretofore or hereafter by NCPA (all of which are incorporated by reference).

 

C.            Compliance with Laws. Chapter warrants that it is in full compliance with all applicable laws, NCPA regulations, NCPA policies, and other legal standards that may affect its performance under this Agreement, and shall remain in full compliance with, and otherwise conduct its activities at all times in accordance with, all applicable law, regulations and other legal standards, including all applicable tax obligations.

 

D.            Recordkeeping, Reporting and Inspection. Chapter shall maintain reasonable records related to all of its programs, activities and operations. Chapter shall submit regular written reports, no less than once per year, to NCPA summarizing its programs, activities and operations and its annual plans and budget. Upon the written request of NCPA and at NCPA’s expense, Chapter shall permit NCPA or NCPA’s designated agent to review appropriate records of Chapter pertaining to its programs, activities, finances and operations. Alternatively, Chapter shall send to NCPA copies of such records. If required, the Chapter must file a variation of Form 990 with the IRS on an annual basis with a copy to NCPA to ensure it is in compliance.

E.            Programs and Activities. Chapter shall hold at least two (2) professional development activities per year. Chapter shall endeavor to sponsor and conduct programs and activities that further the purposes and objectives of NCPA, and shall use its best efforts to ensure that such programs and activities are of the highest quality with respect to content, materials, logistical preparation, and otherwise. Chapter shall endeavor to use, to the extent possible, materials available through NCPA in support of such programs and activities. Upon request, Chapter shall send to NCPA on a regular basis a schedule of upcoming meetings, conferences and seminars, as well as other programs and activities that Chapter intends to sponsor or conduct. NCPA may, at its sole discretion, send representatives to observe such programs and activities. Upon request, Chapter shall also send to NCPA an annual plan of activities for the following year, at the beginning of quarter four of the previous year.

 

V.                 Intellectual Property and Confidential Information.

 

A.            Limited License. In accordance with NCPA’s non-exclusive grant to Chapter to be a chapter of NCPA, Chapter is hereby granted a limited, revocable, non-exclusive license to use (i) the name “National Community Pharmacists Association Student Chapter,” acronym “NCPA Student Chapter,” and the logo of NCPA Student Chapter (hereinafter collectively referred to as the “Marks”), and (iii) all copyrighted or proprietary information and materials provided by NCPA to Chapter during the Term of this Agreement (hereinafter referred to as the “Proprietary Information”) (the Marks, and Proprietary Information are hereinafter collectively referred to as the “Intellectual Property”) in or in connection with Chapter’s name, acronym and logo and for other official Chapter-related purposes, with the limited authority to use the Intellectual Property solely in connection with the activities authorized by NCPA, subject to the terms and conditions of this Agreement and any written guidelines attached hereto, otherwise incorporated herein, or subsequently provided to Chapter by NCPA. Chapter is not granted the right to use the name “National Community Pharmacists Association, acronym NCPA, or the NCPA logo without using it in conjunction with the words “Student Chapter.”

 

                                              i.    The Intellectual Property is and shall remain at all times the sole and exclusive property of NCPA. The Intellectual Property may be used by Chapter of NCPA if and only if such use is made pursuant to the terms and conditions of this limited and revocable license. Any failure by Chapter to comply with the terms and conditions contained herein, whether willful or negligent, may result in the immediate suspension or revocation of this license, in whole or in part, by NCPA. Failure to comply, whether willful or negligent, also may result in the suspension or revocation of the charter of Chapter by NCPA.

                                            ii.    NCPA’s Marks may not be revised or altered in any way, and must be displayed in the same form as produced by NCPA. Chapter must contact NCPA and provide a proof or design of the Marks’ intended use. The intended use of the Marks must be approved in writing by NCPA before they are used. Without further notice, NCPA reserves the right to prohibit use of the Marks if it determines, in its sole discretion, that Chapter’s usage, whether willful or negligent, is not in strict accordance with these terms and conditions, otherwise could discredit NCPA or tarnish its reputation and goodwill or if Chapter and NCPA otherwise discontinue their relationship. The Marks may not be used in conjunction with any other trademark, service mark, or other mark without the express prior written approval of NCPA.

                                          iii.    The Intellectual Property must be used by Chapter in a professional manner and solely for official Chapter-related purposes. Chapter shall not permit any third party to use the Intellectual Property without NCPA’s express prior written approval. Chapter shall not sell or trade the Intellectual Property without NCPA’s express prior written approval. Notwithstanding the foregoing, the Intellectual Property may not be used for individual personal or professional gain or other private benefit, and the Intellectual Property may not be used in any manner that, in the sole discretion of NCPA, discredits NCPA or tarnishes its reputation and goodwill; is false or misleading; violates the rights of others; violates any law, regulation or other public policy; or mischaracterizes the relationship between NCPA and Chapter, including but not limited to the fact that Chapter is a separate and distinct legal entity from NCPA.

                                           iv.    Chapter shall not have any rights to the NCPA membership mailing list (“Mailing List”). 

                                            v.    In any authorized use by Chapter of the Intellectual Property, Chapter shall ensure that the applicable trademark and copyright notices are used pursuant to the requirements of United States law, the laws of the Area, and any other guidelines that NCPA may prescribe.

                                           vi.    NCPA shall have the right, from time to time, to request samples of use of the Intellectual Property from which it may determine compliance with these terms and conditions. NCPA reserves the right to prohibit use of any of the Intellectual Property, as well as to impose other sanctions, if it determines, in its sole discretion, that Chapter’s usage thereof is not in strict accordance with the terms and conditions of this limited and revocable license.

                                         vii.    Use of the Intellectual Property shall create no rights for Chapter in or to the Intellectual Property or its use beyond the terms and conditions of this limited and revocable license. All rights of usage of the Intellectual Property by Chapter shall terminate immediately upon the revocation, surrender or other termination of this Agreement. Chapter’s obligations to protect the Intellectual Property shall survive the revocation, surrender or other termination of this Agreement.

 

B.            Confidential Information. The parties shall maintain the confidentiality of all of the confidential and proprietary information and data (“Confidential Information”) of the other party. The parties also shall take all reasonable steps to ensure that no use, by themselves or by any third parties, shall be made of the other party’s Confidential Information without such other party’s consent.  Each party’s Confidential Information shall remain the property of that party and shall be considered to be furnished in confidence to the other party when necessary under the terms of this Agreement. Upon any revocation, surrender or other termination of this Agreement, each party shall: (i) deliver immediately to the other party all Confidential Information of the other party, including but not limited to all written and electronic documentation of all Confidential Information, and all copies thereof; (ii) make no further use of it; and (iii) make reasonable efforts to ensure that no further use of it is made by either that party or its officers, directors, employees, agents, contractors, or any other person or third party. Each party’s confidentiality obligations under this Section shall survive any revocation, surrender or other termination of this Agreement. 

 

VI.                 Revocation or Surrender of Charter.

 

A.            Revocation of Charter. The charter granted by NCPA to Chapter hereunder shall remain in full force and effect unless and until revoked by NCPA or surrendered by Chapter in accordance with the provisions of this Agreement. NCPA shall have the authority to revoke the charter at its sole discretion. Any decision by NCPA to revoke Chapter’s charter shall be initiated by sending written notice to Chapter specifying the grounds upon which the revocation is based; provided, however, that NCPA shall provide Chapter with thirty (30) days from the date of such notice to cure any alleged breach of this Agreement. In the event that NCPA determines, in its sole discretion, that Chapter has not corrected the condition leading to NCPA’s decision to revoke Chapter’s charter, NCPA shall so notify Chapter in writing. NCPA’s decision shall become final unless, within thirty (30) days of its receipt of written notice from NCPA, Chapter delivers to NCPA a written notice to appeal such determination. Upon the filing of such an appeal notice, Chapter shall have the opportunity to present its case, by written communication or in person, to NCPA. The decision of NCPA upon such appeal shall be final and not subject to further appeal.

 

B.            Surrender of Charter. Chapter may surrender its charter by delivering to NCPA written notice of its intention to do so no less than sixty (60) days prior to the effective date of such surrender.

VII.                 Miscellaneous. This Agreement constitutes the entire agreement of the Parties concerning the subject matter of this Agreement and supersedes any prior agreements, promises, negotiations or representations, either oral or written, relating to the subject matter of this Agreement. The validity and interpretation of this Agreement and any claim or dispute arising out of, or due to, the existence of this Agreement shall be governed by the laws of the Commonwealth of Virginia without regard to conflicts of law principles thereof. Any claim or dispute arising in connection with this Agreement shall be resolved in the federal or state court situated within the Commonwealth of Virginia. The parties hereby consent to the jurisdiction and venue of such courts and waive any objections to the jurisdiction or venue of the courts. This Agreement may be executed, by original or facsimile signature, in any number of counterparts, each of which shall be regarded as an original but such counterparts shall together constitute one and the same agreement.

           IN WITNESS WHEREOF, the parties hereto have caused duplicate originals of this Agreement to be executed by their respective duly authorized representatives as of the date and year first above written.