Agreement and Acceptance. The Chartered Affiliate hereby agrees to contribute to the success of AARC by maintaining Good Terms with AARC (as defined below), and AARC hereby accepts such contribution to the success of AARC by Chartered Affiliate and hereby agrees to reward Chartered Affiliate as outlined below.
Agreement Schedule
| If Agreement is signed by |
First Quarter impacted by this Agreement |
| 1/31/2025 |
Q1 2025 |
| 3/31/2025 |
Q2 2025 |
| 6/30/2025 |
Q3 2025 |
| 9/30/2025 |
Q4 2025 |
Actions which Constitute Good Terms Chartered Affiliate hereby recognizes and agrees that the success of AARC in promoting the respiratory care profession is directly related to the number of its Members who (i) pay annual dues, (ii) participate in AARC activities and (iii) contribute to the success of the annual meetings.
Chartered Affiliate hereby agrees to contribute to the success of AARC and to obtain and maintain Good Terms with AARC by:
Keeping links to 1) the AARC member benefits page on AARC.org (https://www.aarc.org/membership/membership-overview/), 2) AARConnect (https://connect.aarc.org/home), and 3) the AARC.org homepage (https://www.aarc.org/) on their website current.
Keeping Chartered Affiliate officer information current with the AARC. Update your officer roster at https://www2.aarc.org/officerlist.aspx.
Complying with AARC Bylaws and policies, including but not limited to CA.002
Refraining from any of the activities listed under “Actions which Constitute a Lack of Good Terms.”
Actions which Constitute a Lack of Good Terms. Additionally, the Chartered Affiliate hereby agrees that it shall not be considered in Good Terms if it shall directly or indirectly:
Release AARC’s membership data to a third party without the prior written consent of AARC; or Commit any acts, which the AARC shall determine undermines its success.
Examples of this include but are not limited to the following: creating strategic alliances with or promotion of competing entities that are in direct competition with the AARC for paid membership, education, advertising or exhibiting revenue, OR whose mission and vision conflict with those of the AARC, unless otherwise mutually agreed upon in advance by the AARC and the Chartered Affiliate.
Alliances with non-profit, not-for-profit, or other patient-focused organizations (i.e., COPD Foundation or American Lung Association) are acceptable.
Failure to Maintain Good Terms. The Chartered Affiliate shall forfeit their revenue sharing for co-marketing activities in the relevant quarter.
Compliance by Quarter
| Affiliate must maintain In Good Terms status |
Quarter impacted |
| 1/31/2025 – 3/31/2025 |
Q1 2025 |
| 4/1/2025 – 6/30/2025 |
Q2 2025 |
| 7/1/2025 – 9/30/2025 |
Q3 2025 |
| 10/1/2025 - 12/31/2025 |
Q4 2025 |
Co-Marketing Profit-Sharing Opportunities: The Chartered Affiliates who remain in Good Terms; have signed the Revenue Sharing agreement for the year and this Co-Marketing agreement may take advantage of two Co-Marketing opportunities with the AARC. The first Co-Marketing opportunity focuses on promotion of
1) AARC’s Summer Forum in Q1 & Q2 and 2) AARC’s Congress in Q3 & Q4.
Promotion of AARC’s Summer Forum and Congress: AARC will provide affiliates with unique marketing materials for each quarter. Additionally, any AARC social media posts related to Summer Forum or Congress which the affiliate shares on its social media platforms during the specified quarter will qualify as affiliate promotion of the subject.
Affiliates who complete the activity outlined below will qualify to receive a payment of $250 per quarter in co-marketing monies. Affiliates will complete a mid-year confirmation form acknowledging they have made the necessary promotions.
| Timeframe |
Chartered Affiliate Responsibility |
AARC Responsibility |
| Q1 |
3 Promotions of Summer Forum on social media and/or affiliate’s website
|
Provide promotional materials for each quarter.
Pay $250 to affiliates that qualified for quarter.
|
| Q2 |
3 Promotions of Summer Forum on social media and/or affiliate’s website
Complete mid-year Confirmation Form.
|
Provide promotional materials for each quarter.
Pay $250 to affiliates that qualified for quarter.
|
| Q3 |
3 Promotions of AARC Congress on social media and/or affiliate’s website
|
Provide promotional materials for each quarter.
Pay $250 to affiliates that qualified for quarter.
|
| Q4 |
3 Promotions of AARC Congress on social media and/or affiliate’s website
Complete end-of-year Confirmation and Agreement Renewal.
|
Provide promotional materials for each quarter.
Pay $250 to affiliates that qualified for quarter.
|
The AARC will provide promotional materials for each quarter. AARC staff will also conduct periodic audits to confirm whether Affiliates are completing their promotions. Affiliates found not to be participating will be consulted regarding how to resolve this issue. If the lack of participation persists, an action plan will be implemented. Additionally, AARC will provide instructions for sharing AARC posts and promotional materials to Affiliate social media channels.
Promo Codes for Summer Forum and Congress: The second co-marketing opportunity focuses on promo codes. Chartered Affiliates will be provided a unique promotional code for Summer Forum and Congress. Every individual who pays for their registration using an affiliate’s promotional code will receive $10 off the cost of their registration. For every recorded use of their promotional code, the participating affiliate will receive $10.
Term. This agreement shall begin January 1, 2025; and terminates December 31, 2025.
Terms To Be Exclusive. This written Agreement contains the whole and entire agreement between the parties and supersedes any and all other agreements between them. The parties acknowledge and agree that neither of them has made any representation with respect to the subject matter of this Agreement or any representation inducing the execution and delivery hereof except such representations as are specifically set forth herein and each party acknowledges that it has relied on its own judgment in entering into the Agreement. The parties further acknowledge that any statement or representations that may have heretofore been made by either of them to the other are void and of no effect, and that neither of them has relied thereon in connection with its dealings with the other.
Waiver Or Modification Ineffective Unless in Writing. No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. Furthermore, no evidence of any waiver or modification shall be offered or received as evidence in any proceeding, arbitration, or litigation between the parties arising out of or affecting this Agreement, or the rights or obligations of any party hereunder, unless such waiver or modification is in writing, duly executed as.
Contract Governed by Law of State of Texas. This Agreement and performance hereunder and all suits and special proceedings hereunder shall be construed in accordance with the laws of the State of Texas. In any action, special proceeding, or other proceeding that may be brought arising out of, in connection with, or by reason of this Agreement, the laws of the State of Texas shall be applicable and shall govern to the exclusion of the law of any other forum, without regard to the jurisdiction in which the action or special proceeding may be instituted.
Good Terms Status Determined Solely by AARC. Chartered Affiliate shall perform all duties required of it under this Agreement in a satisfactory manner, and AARC shall be the sole judge as to whether Chartered Affiliate is in Good Terms with AARC hereunder and pursuant to Article X of the AARC Bylaws in accordance with the following:
The AARC encourages the Chartered Affiliate to seek an advisory opinion with respect to whether a prospective act would cause the Chartered Affiliate to lose its Good Terms status. In the event the Chartered Affiliate requests such advisory opinion, the AARC’s Executive Director, or their designee shall respond in writing to Chartered Affiliate within seven (7) business days from the date of inquiry.
In the event the Chartered Affiliate fails to accept the response given by the Executive Director, or their designee with respect to (i) whether the Chartered Affiliate is in Good Terms, or (ii) whether a prospective act would cause the Chartered Affiliate to cease to be in Good Terms, the Chartered Affiliate may appeal such response to the attention of AARC’s Board of Directors for its consideration. AARC’s Board of Directors may request additional input from Chartered Affiliate before rendering a final decision on such matter.
Termination. Either party may terminate this Agreement by giving thirty (30) days written notice to the other party. Such notice shall be effective when received by the party to be notified. As long as all costs are prepaid by the sender, notices may be sent by any reasonable method, including hand delivery, mail, email, or fax.
Waiver of Breach. The waiver by the AARC of a breach of any provision of this Agreement by the Chartered Affiliate shall not operate or be construed as a waiver of any subsequent breach by the Chartered Affiliate.
Binding Effect on Agreement. This Agreement shall be binding on and inure to the benefit of the respective parties and their respective heirs, legal representatives, successors, and assigns.
Captions. The captions or headings in this Agreement are made for convenience and general reference only and shall not be construed to describe, define, or limit the scope or intent of the provisions of this Agreement.
Severability. If any provisions of this Agreement are invalid, void or are unenforceable in whole or in part for any reason, the remaining provisions shall remain in full force and effect.
Confidentiality. Chartered Affiliate and AARC agree that all of the terms and provisions of this Agreement are confidential and that none of the terms of this Agreement may be disclosed to any party without the express written permission of Chartered Affiliate and AARC, unless otherwise required by law.