THIS VALUE SELLING & REALIZATION COUNCIL GENERAL MEMBER AGREEMENT SETS FORTH THE TERMS THAT GOVERN YOUR MEMBERSHIP WITH THE VALUE SELLING & REALIZATION COUNCIL. (“VSR COUNCIL”) AT THE “GENERAL” LEVEL AND IS EFFECTIVE ONCE YOU CLICK “I AGREE” OR SIMILAR PHRASE (the “Effective Date”) upon which you (“You” or “Member”) hereby agree that for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, these terms govern your general membership with the VSR Council.

IF YOU DO NOT AGREE TO THESE TERMS DO NOT CLICK THE “I AGREE BUTTON”.

1. TERM & TERMINATION.
   1. Term. This Agreement will take effect upon the Effective Date and will remain in effect until terminated by either party.
   2. Termination by Member. Membership is voluntary and members are free to terminate their membership at any time by notifying the VSR Council in writing and ceasing to participate in VSR Council meetings.
   3. Termination by VSR Council. VSR Council reserves the right to terminate membership at any time without notice.
   4. The VSR Council may periodically change the Terms of this Agreement without notice to you, so please check this Agreement from time to time. You hereby agree to review this Agreement periodically, so that you are aware of any modifications.
   5. Effect of Termination. In addition to the “Miscellaneous” section below, the provisions concerning Contributions of Material, Confidentiality and Access, No License, warranty, termination, and governing law will survive the termination of this Agreement.
2. CONTRIBUTIONS OF MATERIAL.
   1. You are not expected to provide any materials to the VSR Council as a general member, but you may voluntarily do so at a work group meeting or in response to a request for submissions of ideas or public chat or forum for example. Your “contributions” means such past, present, and future contributions of ideas, whether in written or in oral form that may include text, images, recordings, videos and any documentation, submitted voluntarily by you in any manner to the VSR Council. For clarity, Contributions do not include anything that is Profile Information under the VSR Council Privacy Policy which can be found here VSRcouncil.org/privacy/.
   2. All Contributions become the property of the VSR Council, which it may use, or license others to use, the Contributions in any manner whatsoever, at any time, and in any and all media now known or hereafter invented, including but not limited to print, broadcasting, and online media. Further, if the Member voluntarily participates in any filmed or recorded session while participating with the Council he or she also grants the Council right and permission to photograph, film, record and portray Member’s name, voice, actions, and likeness, and to modify, edit, use, and reproduce all resulting works, (which works will also be “Contributions” as used herein).
   3. You hereby grant to the VSR Council a non-exclusive, worldwide, irrevocable, royalty free, perpetual, transferable license to use, reproduce, display, prepare derivative works of, sublicense, and distribute (internally and externally) anything submitted to the VSR Council that is not owned by the VSR Council as a result of Section 2(b) for whatever reason.
3. OBLIGATIONS.
   1. Confidentiality. Members acknowledge their membership is limited to certain VSR professionals and to maintain the integrity and open-forum nature of the group, information shared within the VSR Council shall be treated with professional courtesy and never be used or disclosed outside of the context or spirit of collaboration. Contemplated and permitted uses include leveraging provided best practices to better run IT like a business within your organization, but do not include use that derives independent commercial value from such material either by marketing, selling or distributing a product or service derived therefrom or otherwise. Members shall take reasonable measures to protect the secrecy of, and avoid disclosure and unauthorized use of VSR Council or other Members Confidential Information. Confidential information shall include, but not be limited to intellectual property, trade secrets, business plans, financial information, products, services, know-how, technical information, source code, object code, pricing, customer lists and the names and contact details of VSR Council Members.
   2. Intellectual Property Rights. VSR Council content and the trademarks, service marks and logos contained therein (“Marks”) are owned by or licensed by the VSR Council and subject to copyright and other intellectual property rights under the United States and foreign laws and international conventions.
   3. Access. Members may have exclusive access to certain proprietary materials created by the VSR Council, and acknowledge that distribution of those materials shall not be made available to non-VSR Council Members Work-groups or used in contravention of the purposes of the VSR Council.
   4. No License. Nothing in this agreement is intended to grant or confer any rights to VSR Council intellectual property, whether patent, copyright, trademark, or any other form of intellectual property.
4. RELATIONSHIP OF THE PARTIES No joint venture, partnership, employment, or agency relationship exists between the VSR Council and Member as result of this Agreement.
5. NO WARRANTY. All confidential information is provided “as is”. Neither the VSR Council nor You make any warranties, express, implied or otherwise, regarding the accuracy, completeness, or performance of its confidential information.
6. MISCELLANEOUS. This Agreement sets forth herein the entire agreement between VSR Council and Member with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written between the parties. Failure to insist on strict performance of any of the terms and conditions of this Agreement will not operate as a waiver of that or any subsequent default or failure of performance. If any provision or any portion of this Agreement is construed to be illegal, invalid or unenforceable, such provision or portion thereof shall be deemed stricken and deleted from this Agreement to the same extent and effect as if it were never incorporated herein, but all other provisions of this Agreement and the remaining portion of any provision that is construed to be illegal, invalid, or unenforceable in part shall continue in full force and effect. This Agreement has been made in and will be construed and enforced solely in accordance with the laws of Washington. All actions or claims related to or associated with this Agreement will be brought solely in the federal or state courts located in Dallas, Texas, and all parties to this Agreement expressly agree to be subject to the jurisdiction of such courts. No joint venture, partnership, employment, or agency relationship exists between VSR Council and Member as result of this Agreement. Member may not assign or otherwise transfer this Agreement. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same Agreement.