ASSOCIATION MANAGEMENT AGREEMENT

THIS ASSOCIATIONMANAGEMENT AGREEMENT (this "Agreement") is effective as of the ___day of ______, 2016 (the "Effective Date"), by and between the Association of Corporate Counsel South Florida Chapter, inc., a Florida non-profit corporation("ACC-SOUTH FLORIDA"), and CYK Consulting, LLC, a Florida limited liability company ("CONTRACTOR").

RECITALS:

WHEREAS, CONTRACTOR has expertise in association management services, such as event planning, board services, database management and financial management;

WHEREAS, ACC-SOUTH FLORIDA and CONTRACTOR desire for CONTRACTOR to provide such association management services to ACC-SOUTH FLORIDA on a non-exclusive basis, as more particularly described in this Agreement; and

WHEREAS, CONTRACTORshall appoint an individual to serve as the Chapter Administrator/Executive Director ofACC-SOUTH FLORIDAto be responsible for the association management servicesprovided to ACC-SOUTH FLORIDA by CONTRACTOR;

NOW THEREFORE, in consideration of the mutual promises and covenants set forth below, the parties hereby agree as follows:

  1. Engagement; Appointment of Chapter Administrator/Executive Director. ACC-SOUTH FLORIDA hereby engagesCONTRACTORto provide association management services to ACC-SOUTH FLORIDA. CONTRACTORhereby appoints______("______") to serve as Chapter Administrator/Executive Director of ACC-SOUTH FLORIDA. In her capacity as Chapter Administrator/Executive Director, ______shall supervise, delegate and direct the activities of CONTRACTOR performed in accordance with this Agreement.
  1. Term Renewal. The "Term" of this Agreement shall commence on April 1, 2016, and shall continue unless earlier terminated until March 31, 2017, at which time this Agreement shall thereafter automatically renew for successive one (1) year period(s)unless (i) CONTRACTOR declines to accept the Annual Management Fee offered by the Board for the next succeeding Term as provided in Section 5, or (ii) this Agreement is terminated by delivery of written notice by either party at least ninety (90) days prior to the then expiring Term. Upon expiration or termination of this Agreement for any reason, CONTRACTOR shall comply with the termination obligations set forth in Section 11.
  1. ACC-SOUTH FLORIDA Headquarters. During the Term of this Agreement, the offices of CONTRACTOR shall serve as the general administrative offices and headquarters of ACC-SOUTH FLORIDA. The mailing address, phone number and fax number of the offices of CONTRACTOR shall be used for ACC-SOUTH FLORIDA. Any rent, mortgage, utilities, tax and similar occupancy costs incurred by CONTRACTOR for its offices shall be paid by CONTRACTOR and no reimbursement shall be made by ACC-SOUTH FLORIDA.
  1. Scope of Services; Time Spent by CONTRACTOR. During the Term of this Agreement, CONTRACTOR shall provide to ACC-SOUTH FLORIDA theassociation management services described below (the "Services"). The parties acknowledge that CONTRACTORshall devote, on average, twenty (20) to thirty (30) hours per week in fulfillment of the Services. CONTRACTOR shall track the amount of time spent on the Services on a weekly basis, and shall report to the President of ACC-SOUTH FLORIDA on a bi-weekly basis. The parties shall monitor CONTRACTOR's hours and agree to work together in good faith to make adjustments to the Services or to the Agreement in the event the parties determine that CONTRACTOR is spending significantly more or less hours on ACC-SOUTH FLORIDA business than set forth above.
  1. Event Management, Board Services and General Administrative Services. CONTRACTOR shall (i) assist the Board, designated chairperson and/or committee members with event planning, preparation, implementation, registration and communication, (ii) assist with the conduct of Board meetings, and (iii) perform such ordinary and necessary general administrative services as may be incidental to the conduct of the day-to-day affairs of ACC-SOUTH FLORIDA, including but not limited to the Services set forth in Attachment
  1. Financial Services. CONTRACTOR shall serve process and maintain records with regard to all financial transactions of ACC-SOUTH FLORIDA. CONTRACTOR shall coordinate with the Board to develop budgets, and assist the Treasurer in the preparation of the annual budget, as well as preparation of financial reports required by ACC National and any required 1099s or similar reports or filings. CONTRACTOR shall monitor the budget and make reports to the ACC-SOUTH FLORIDA Board on no less than a quarterly basis. On a monthly basis, CONTRACTOR shall provide to the Treasurer an accounting of the disbursements from all bank accounts, as well as any ordinary and reasonable expenses to be reimbursed by ACC-SOUTH FLORIDA. CONTRACTOR shall timely prepare checks, pay invoices, prepare bank reconciliations, post to general ledger, and prepare financial reports for the Board and Treasurer. CONTRACTOR shall timely deposit all checks and cash received in the appropriate ACC-SOUTH FLORIDA account and keep complete and accurate records of such deposits in accordance with established financial policies of the Board. CONTRACTOR shall work with the Treasurer to develop financial policies for ACC-SOUTH FLORIDA. All bank accounts, financial books and records in the name of ACC-SOUTH FLORIDA and maintained by CONTRACTOR shall be available for inspection and copying by the Board or officers of ACC-SOUTH FLORIDA upon reasonable notice to CONTRACTOR. ACC-SOUTH FLORIDA designates its President, President Elect, Vice-President, and Treasurer as the individuals who have the authority to sign checks or disperse funds from ACC-SOUTH FLORIDA accounts. The Board shall retain the right upon notice to CONTRACTOR to alter, change or designate the individual or individuals who have authority to sign checks or disperse funds from ACC-SOUTH FLORIDA accounts.
  1. Management Fee. In exchange for the Services, ACC-SOUTH FLORIDA shall pay toCONTRACTOR an annual management fee ______, which shall be paid in monthly installments of ______. Partial months during the Term of this Agreement shall be prorated on a per diem basis. CONTRACTOR's performance shall be reviewed no later than March15th of each yearby the Board of Directors of ACC-SOUTH FLORIDA(the "Board") based upon management objectives that are provided in writing to CONTRACTOR at the beginning of the Term under review. Based upon such review, and taking into account the financial condition of ACC-SOUTH FLORIDA, as well as any other factors it deems necessary and appropriate, including but not limited to the time spent by CONTRACTOR in excess of the thirty (30) hoursper week, the Board may, in its sole discretion, (i) award a performance bonus in an amount up to ______to CONTRACTOR for the Term under review, and (ii) modifythe Annual Management Fee, effective as of April 1st of the immediately succeeding Term.
  1. Petty Cash Account. ACC-SOUTH FLORIDA hereby authorizes CONTRACTOR and ______to act as its agent in ordering, contracting and purchasing supplies, printing, and such other budgeted goods and services to be utilized by ACC-SOUTH FLORIDA in the ordinary course of its business or otherwise incidental to CONTRACTOR's performance of the Services. ACC-SOUTH FLORIDA shall advance an amount equal to Three Thousand and 00/100 Dollars ($3,000.00) (or such other amount as determined from time to time by the ACC-SOUTH FLORIDA President, President Elect, Vice-President or Treasurer) to serve as a petty cash account to defray, in whole or in part, the aforementioned expenses (the "Petty Cash Account"). CONTRACTOR shall be reimbursed for any and all amounts expended for such expenses in excess of the balance in the Petty Cash Account in accordance with Section 7 of this Agreement, and ACC-SOUTH FLORIDAshall replenish the Petty Cash Account from time-to-time as necessary.
  1. Business Expense Reimbursement. The Annual Management Fee shall not include direct costs incurred by CONTRACTOR on behalf of ACC-SOUTH FLORIDA in connection with the Services, including but not limited to telephone charges and listings, advertising, mileage for travel related to ACC-SOUTH FLORIDA business, staffing of ACC-SOUTH FLORIDA events, printing, office supplies, postage, photocopying, specific supplies, travel and photography. ACC-SOUTH FLORIDA shall reimburse CONTRACTOR for all reasonable and verifiable business expenses incurred by CONTRACTOR that are directly related to ACC-SOUTH FLORIDA responsibilities. All such expenses shall be reimbursed at cost; no mark-up shall be permitted. For travel requiring overnight accommodations, the expenses related thereto shall be authorized in advance by ACC-SOUTH FLORIDA and CONTRACTOR staff shall receive reimbursement for transportation and reasonable hotel accommodations. All such expenses shall be (i) authorized in advance by ACC-SOUTH FLORIDA and (ii) if so authorized, will be reimbursed promptly upon submission of appropriate receipts and documentation in accordance with ACC-SOUTH FLORIDA's regular policy for reimbursing business expenses.
  1. Independent Contractor. CONTRACTOR has been engaged as an independent contractor and not an employee of ACC-SOUTH FLORIDA. CONTRACTOR, nor any of its employees, independent contractors or representatives shall be considered an employee of ACC-SOUTH FLORIDA.ACC-SOUTH FLORIDA shall not directly compensate any CONTRACTOR employee, independent contractor or representative. ACC-SOUTH FLORIDA shall not withhold Federal or State Income Tax, Social Security Tax, State Disability Tax or any other federal, state or local statutory deductions.
  1. Indemnification. ACC-SOUTH FLORIDA shall indemnify, hold harmless and defendCONTRACTOR and its employees, directors, officers, agents or other representatives (each a "CONTRACTOR party") from any losses, damages, claims, costs and expenses of any nature incurred as a result of any action taken by aCONTRACTOR party on behalf of ACC-SOUTH FLORIDA or resulting from CONTRACTOR's relationship with ACC-SOUTH FLORIDA or arising out of the obligations of CONTRACTOR under this Agreement, provided that ACC-SOUTH FLORIDA shall not be obligated hereunder with respect to (a) any act or omissionby any CONTRACTOR party not in the ordinary course of ACC-SOUTH FLORIDA's business which was performed without ACC-SOUTH FLORIDA's knowledge and consent, or (b) any negligent or willful act or omission of a CONTRACTOR party.

10.Termination for Cause or Without Cause.

  1. Either party may terminate this Agreement for cause at any time if the other party materially breaches this Agreement. A material breach of this Agreementshall include (i) fraud, misappropriation or embezzlement by CONTRACTOR from ACC-SOUTH FLORIDA, (ii) CONTRACTOR's repeated willful failure to perform Services hereunder, (iii) ACC-SOUTH FLORIDA failure to timely pay CONTRACTOR the Annual Management Fee or reimburse legitimate business expenses incurred by CONTRACTOR on behalf of ACC-SOUTH FLORIDA pursuant to the terms of this Agreement, which is not cured after notice of at least fifteen (15) business days by CONTRACTOR; (iv) intentional breach of the provisions of this Agreement by either partywhich is not cured after notice of at least fifteen (15) business days by the party claiming the breach; or (v) CONTRACTOR declaring or becoming bankrupt or insolvent, or a dissolution or discontinuance of CONTRACTOR'S operations. In the event of a termination of this Agreement by either party for cause, this Agreement shall be deemed terminated effective as of the expiration of any applicable cure period.
  2. ACC-SOUTH FLORIDA may exercise its right to terminate this Agreement for cause only by a formal resolution adopted at a special or regularly scheduled meeting of the Board with written notice that the proposed termination will be on the agenda. CONTRACTOR shall be entitled to make a presentation to the Board at such meeting, either personally and/or by his designated representative. In the event ACC-SOUTH FLORIDA terminates this Agreement for cause, said termination shall take immediate effect and CONTRACTORshall not be entitled to receive theAnnual Management Fee after the effective date of the termination (which shall not be before thedate on which the Board adopts its resolution).
  1. Either party may terminate this Agreement for any reason upon ninety (90) days'written notice to the other party.

11.CONTRACTOR's Obligations upon Termination. With the exception of termination upon ninety (90) days’ written notice of either party, if the Agreement does not renew for any other reason, CONTRACTORshall continue, for a period of up to ninety (90) days (the "Termination Assistance Period"), to perform the Services required by this Agreement, as requested by ACC-SOUTH FLORIDA. CONTRACTORshall also perform such services as are reasonably necessaryas determined by ACC-SOUTH FLORIDA to ensure a smooth transition to ACC-SOUTH FLORIDA or a third party designated by ACC-SOUTH FLORIDA. This includes, but is not limited to, transferring all ACC-SOUTH FLORIDA books and records to such person or entity as designated by the Board within ten (10) days, at the sole cost and expense of ACC-SOUTH FLORIDA. CONTRACTOR shall provide continuity of service to ACC-SOUTH FLORIDA during the Termination Assistance Period without a degradation of service. Upon expiration of the Termination Assistance Period, CONTRACTOR agrees to answer questions from ACC-SOUTH FLORIDA regarding the Services on an "as needed" basis.

12.Assignment and Successors. This Agreement shall be binding upon the parties hereto, their heirs, executors, administrators, successors and permitted assigns. CONTRACTOR acknowledges that this is a personal services agreement and that it may not assign any of its duties hereunder without the consent of ACC-SOUTH FLORIDA, which may be withheld by ACC-SOUTH FLORIDA in its reasonable discretion. In the event of a merger, consolidation or reorganization involving either party, this Agreement shall continue in force and become an obligation of the successor.

13.Intellectual Property and Confidentiality. ACC-SOUTH FLORIDA shall hold all copyrights, trademarks and other intellectual property rights to all materials produced by or for CONTRACTORfor the benefit of ACC-SOUTH FLORIDA. Upon termination of this Agreement by either party for any reason, CONTRACTOR will relinquish to ACC-SOUTH FLORIDA all documents, books, manuals, lists, records, publications or other writings and data, keys, credit cards, equipment, or other articles that came into CONTRACTOR's possession in connection with the fulfillment byCONTRACTOR of its obligations under this Agreement, and to maintain no copies or duplicates without the written approval of ACC-SOUTH FLORIDA, so long as such information is not otherwise made public by a third party and except as otherwise required by law. CONTRACTOR will maintain in confidence during and subsequent to the Term of this Agreement any information about ACC-SOUTH FLORIDA or its members which is marked as confidential information or which might reasonably be expected by CONTRACTOR to be regarded by ACC-SOUTH FLORIDA or its members as confidential. Notwithstanding anything herein to the contrary, any procedures, systems, or computer programs purchased by CONTRACTOR, regardless of whether such procedures, systems or programs were utilized to benefit ACC-SOUTH FLORIDA during the Term of this Agreement, shall remain the exclusive property of CONTRACTOR. All materials and information produced by or for ACC-SOUTH FLORIDA pursuant to this Agreement are and shall be the sole property of ACC-SOUTH FLORIDA. Such materials include without limitation ACC-SOUTH FLORIDA's membership and prospect lists, conference registration lists, other mailing lists, publications, copyrights, trademarks, files, financial records and similar property or information now existing or acquired during the term of this Agreement. Should the Agreement be terminated, all such materials and information shall be delivered by CONTRACTOR to ACC-SOUTH FLORIDA or to such person or entity as may be designated by ACC-SOUTH FLORIDA in writing. The parties agree that all procedures, systems, forms and computer programs used by CONTRACTOR in providing the Services (with the exception of such procedures, systems or computer programs which were purchased by ACC-SOUTH FLORIDA or purchased by CONTRACTOR and charged to ACC-SOUTH FLORIDA, which items shall be considered the sole property of ACC-SOUTH FLORIDA) are the property of CONTRACTOR and may be further used by CONTRACTORat any time for any purposes it requires.

  1. Notices. Any notices to be given hereunder by either party to the other shall be in writing and shall be delivered either personally, by mail (registered or certified postage prepaid, with return receipt requested) by any other appropriate means by which there is proof of delivery to the address below. A notice shall be considered delivered on the date received by the party to whom it is addressed.

If to CONTRACTOR:Attn: Christina Kim

CYK Consulting, LLC

1135 Pin Oak Street

Hollywood, FL 33019

If to ACC-SOUTH FLORIDA:Joshua Forman, President*

Association of Corporate Counsel

South Florida Chapter, Inc.

c/o globenet

200 East Las Olas Blvd., Suite 1700

Fort Lauderdale, FL 33301

With copy to:

*Note: If Mr. Forman is no longer President,

notice shall be sent to the then-

current ACC-SOUTH FLORIDA President.

  1. Waiver. The waiver of either party of any term or condition of this Agreement shall not constitute a waiver of any other term or condition of this Agreement.
  1. Governing Law; Venue. This Agreement shall be governed by the laws of the Florida. Broward County, Florida shall be the appropriate venue for any suit related to the enforcement of this Agreement. The prevailing party in any dispute shall be entitled to attorney's fees and costs.
  1. Partial Invalidity. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions nevertheless shall continue in full force without being impaired or invalidated in any manner.
  1. Entire Agreement; Modifications. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements orally or otherwise, have been made by the other party, or anyone acting on behalf of the other party, except as explicitly provided in this Agreement, and that any other alleged agreement, statement or promise shall be invalid and without effect. Any modification of this Agreement will be effective only if it is in writing and is signed by the party to be charged.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Effective Date.

Association of Corporate Counsel

South Florida Chapter, Inc.,