This MEMBERSHIP agreement (the “Agreement”) is dated X and made between:
1. COE Coöperatief U.A., a Cooperative Association with Excluded Liability (Uitgesloten Aansprakelijkheid) incorporated under Dutch law, having its registered office and maintaining a place of business at Kingsfordweg 151 in (1043 GR) Amsterdam, the Netherlands, registered in the Trade Registry of the Chamber of Commerce under (KVK) number 70098697, represented by ir. Gijsbert Willem Bakker as representative of the Board Member COE International B.V. (the “Cooperative”).
2. Company: X
Representative of Company or natural person: X
Last Name: X First Name: X
Hereunder referred to as the “Member”).
The Member and the Cooperative are hereinafter jointly referred to as the Parties, and each of them individually as a Party.
A. On 17 November 2017 the Cooperative has been incorporated by notarial deed executed before mr. Fenneke Margreet Koster-Joenje, civil law notary officiating in Lelystad, the Netherlands.
B. The Member has been admitted as ___________________________ (A,B,C or D member) of the Cooperative conditional upon approval by the General Meeting and acceptance of the terms of this Member Agreement (“Member Agreement” or “Agreement”).
C. Pursuant to article 2 paragraph 1 of the articles of association of the Cooperative (the “Articles”), the object of the Cooperative is to provide consulting services rendered by its members pursuant to a Consulting Framework Agreement concluded with them in the course of the business it conducts or causes to be conducted (through one of its subsidiaries or members) to that end for their benefit.
D. COE International B.V. is an A member (founding member) of the Cooperative, as per the Articles, referred to hereunder as “Company”. Any reference to Company may include any of its subsidiaries.
E. Company is appointed as per the Articles final statement as Board Member.
F. The Cooperative pursues the object set out in recital (C) by carrying out, or causing to be carried out (through one of its subsidiaries or members) activities in the field of engineering and project management consulting or other related field.
G. The Articles as well as the General Terms and Conditions of Membership and Regulations of the Cooperative, are – by extension – applicable to this Agreement.
H. The Parties now wish to enter into this Agreement.
Article 1 – Definitions
1.1 Capitalized terms used in this Agreement but not otherwise defined herein have the meaning assigned thereto in the English translation of the Articles and/or Consulting Framework Agreement.
Article 2 – Representation
2.1 The Member will at all times serve the best interest of the Cooperative and its Members.
2.2 The Member will be supplied with, as applicable, and adhere to Cooperative, Company and/or Client policies such as Code of Conduct, Anti Bribery and Corruption Policy, HSE Policy attached (Annex B-D).
Article 3 – Agreements / Articles
3.1 This Agreement is an extension to the Articles of the Cooperative.
3.2 The objective of this Agreement is that the members of the Cooperative wish to establish certain agreements in addition or clarification to the Articles.
3.3 The legal relationship between the Members and the Cooperative shall be governed by the Articles. If there is a conflict between a provision of this Agreement and a provision of the Articles, the Parties agree to reconcile the same so as to give maximum effect to the provisions and purpose of this Agreement and shall in such event, at the first request of a Party, discuss and approve the amendment of the Articles if necessary or suitable to the full implementation of this Agreement in all respects.
3.4 The Consulting Framework Agreement constitutes a framework agreement as referred to in article 2 paragraph 1 of the Articles.
3.5 In case of conflicting statements contained within this Agreement and the Articles 1.1, 1.3, 1.4, 1.5 and 1.7 of the Consulting Framework Agreement, the terms agreed in said articles of the Consulting Framework Agreement takes precedence.
Article 4 – Membership Categories
4.1 As per Article 3 of the Articles, the Cooperative knows A members (Founding Members), B members (Principal Members), C members (Advisory Members) and D members (Consulting Members). Collectively referred to as the “Members”. The scope of each Member Category can be defined as follows:
- A members (Founding Members) – members whom have been instrumental in establishing the Cooperative and financially support the Cooperative with capital contributions as and when needed.
- B members (Principal Members) – members whom are selected as principal partners instrumental in the governance and strategic leadership of the Club of Engineers.
- C members (Advisory Members) – members whom have been invited to join the Cooperative as subject matter experts with various sector backgrounds whom are willing to advise to sector specific projects, business development opportunities, sourcing of other potential members and general ambassadorship of the Club of Engineers.
- D members (Consulting Members) – members whom joined the Club of Engineers mainly to provide Consulting Services on assignments as per Article 7 of this Agreement. In addition, they also join to share knowledge amongst members, support other members achieving their assignment goals and help grow and achieve the ambitions of the Club of Engineers.
Article 5 – Initial contributions / capital accounts
5.1 The A Members shall make initial contributions to the Cooperative consisting of a cash amount of EURO 1,000.00. which may be followed by subsequent contributions as and when required for the Cooperative to meet its obligations to suppliers should there be insufficient funds.
5.2 The Member is not required to make any initial monetary contribution to the Cooperative and instead shall make an initial contribution to the Cooperative consisting of its know-how in the area of the activities and objectives of the Co-operative.
5.3 The Cooperative shall in its books maintain a capital account in the name of each member, in accordance with the relevant provisions of the Articles.
Article 6 – Membership Fees
6.1 The rights of each Member under this Agreement form part of its membership of the Cooperative and cannot be transferred, unless such transfer is approved by all of the members.
6.2 As per Article 4 of the Articles the General Meeting may determine a membership fee. This as part of this Agreement has been established to be 0,00 EURO P/M but may be subject to change as per the Articles.
6.3 Should the member wish to make use of any benefits of the Cooperative negotiated on behalf of its members, this will be announced under a separate regulation for which special membership fee categories may be charged accordingly.
Article 7 – Consulting Services / Assigned Company
7.1 The Member agrees that any consulting services (Services) as per recital (C) are executed under the Consulting Framework Agreement and will be carried out via Company, Company’s subsidiary or affiliated enterprise as appointed by Company and confirmed in the Service Order under “Assigned Company”.
7.2 The Member agrees that it will receive Remuneration directly from Assigned Company as agreed under the Service Order.
7.3 Should Client fail to pay Assigned Company for Services provided by Member, for whatever reason, the Member will hold no recourse against Assigned Company for unpaid Remuneration.
7.4 Assigned Company may sponsor work permit application for Member when required to provide Services outside Member’s country of work eligibility. Member understands that although this may in practical terms require a local appointment, the Member will not hold Assigned Company liable for the terms set within such local appointment and acknowledges that all terms in such local appointment is superseded by the Consulting Framework Agreement and associated Service Order.
Article 8 – Facilitation Fee
8.1 The Member on behalf of Cooperative earns for the Cooperative a facilitation fee by performing Consulting Services under a Service Order for Assigned Company as per Article 7.
8.2 The Assigned Company will in addition to the Remuneration established in Service Order for an Assignment pay to the Cooperative a “Facilitation Fee” equal to five percent (5%) of the Remuneration fee received by member as consultant to Company during Assignment:
IE: if the Member as Consultant under a Service Order earns 100 EURO in Remuneration, the Assigned Company will pay the Member/Consultant 100 EURO plus 5 EURO Facilitation Fee to the Cooperative. Thus, in total, costing the Assigned Company 105 EURO.
Article 9 – Referral Fee
9.1 Should the Member assist with referring a suitable candidate to a Client resulting in a placement fee collected by Cooperative, other member or Company, the Member will be paid 10% of such placement fee by receiving party named “Referral Fee”.
9.2 Should the successful candidate in article 8.1 above be a Member themselves the same applies to the Member whom originally introduced such member to the Cooperative.
Article 10 – Introducing Clients
10.1 Should a Member acquire a new Client for the Cooperative, such Client will be deemed introduced by such Member. [The impact of this definition is further defined in the Profit Distribution Regulation].
Article 11 – Profit Distributions
11.1 As per article 11.3 of the Articles of the Cooperative, the extent to the Member shares in the profit, has been provided for in separate regulations named Profit Distribution Regulation of which copy is attached (Annex A).
11.2 The net losses of the Cooperative shall be debited to the reserve accounts in accordance with the relevant provisions of the Articles or any other proportion determined by the general meeting of members by an unanimous decision.
11.3 Any distributions from the reserve account of a Member or repayments from the capital account of a Member shall be subject to the relevant provisions of the Articles.
11.4 Upon the termination of a Member in accordance with the Articles, the balance of the relevant member’s capital and reserve account is due by the Cooperative to the relevant Member or, if such balance is negative, due by the relevant Member to the Cooperative.
Article 12 – Name use “Club of Engineers”
12.1 The Member acknowledges that the trading name “Club of Engineers” and associated concept belongs to the Company which is formalized under a Licensing Agreement between Company and Cooperative.
12.2 Member is free to use the name “Club of Engineers” when referring to their relation as Member of the Cooperative.
12.3 The Member acknowledges and respects the terms and conditions of this Licensing Agreement in as far as Member actions are related to being member of the Cooperative. The Cooperative may where necessary inform the Member of the contents of this Licensing Agreement.
12.4 In case of conflicting statements contained within the License Agreement and Articles 1.1, 1.3, 1.4, 1.5 and 1.7 of the Consulting Framework Agreement, the terms agreed in said articles of the Consulting Framework Agreement takes precedence.
Article 13 – Miscellaneous
13.1 Any waiver of a provision of this Agreement must be in writing signed by the Party waiving its rights.
13.2 Should any part, term or provision of this Agreement be declared invalid, void or unenforceable to any extent, all remaining parts, terms and provisions hereof shall remain in full force and effect and shall in no way be invalidated, impaired or effected thereby.
13.3 Neither Party shall be allowed to assign the benefit of this Agreement to a third party without the prior written approval of the other Party.
13.4 This Agreement can only be validly amended or supplemented by an instrument in writing duly executed on behalf of all Parties.
Article 14 – Waiver
14.1 Each Party to this Agreement waives, to the fullest extent permitted by law, its rights:
a) to rescind (ontbinden) this Agreement in whole or in part pursuant to Section 2:265 of the Dutch Civil Code or on any other ground under Dutch law or under any other applicable law;
b) to suspend (opschorten) any of its obligations under this Agreement pursuant to Section 6:52, 6:262 and 6:263 of the Dutch Civil Code or on any other ground under Dutch law or under any other applicable law; and
c) to nullify (vernietigen) this Agreement pursuant to Section 6:228 of the Dutch Civil Code or on any other ground under Dutch law or under any other applicable law.
Article 15 – Restrictive Provisions
15.1 Member shall not seek direct employment with Assigned Client while this Agreement is in place or for a period of 12 months thereafter unless explicitly agreed between the Parties in writing.
15.2 Paragraph 1 of this article does not apply if Member introduced Client.
15.3 In addition Member shall not solicit, hire, recruit directly nor indirectly via any other third party, fellow members, members’ personnel, Client personnel, Cooperative personnel, representatives or subcontracting personnel and/or consultants while this Agreement is in place or for a period of 12 months thereafter unless explicitly agreed between the Parties in writing.
Article 16 – Applicable Law and Jurisdiction
16.1 This Agreement and any non-contractual obligations arising out of or in connection with it are governed by Dutch law.
16.2 The Parties shall use their best endeavours to settle any possible disputes in an amicable way. In the event conciliation fails, the court (rechtbank) of Amsterdam, the Netherlands has exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement).
Article 17 – Duration
17.1 This Agreement remains valid for as long as Member is a member of the Cooperative.
Article 18 – Termination
18.1 At any time, with or without cause, either Cooperative or Member may terminate this Agreement immediately by written notice to the other party to that effect.
18.2 Termination of this Agreement will automatically terminate the Consulting Framework Agreement.
18.3 Member accepts that this Agreement is condition of membership of the Cooperative, and that by terminating this Agreement, by either party, will deem the member disqualified as per article 3.3 of the Articles – effectively terminating membership immediately.
Article 19 – Counterparts
19.1 This Agreement may be executed in any number of counterparts each of which when executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.
This Agreement has been entered into on the date stated at the beginning of this Agreement.
Signature X Signature