Membership Agreement

Last updated 02/16/2023


This Fractional Leadership Member Agreement (hereinafter “ Agreement”) is made by and between Fractional Leadership LLC (“Company”), a professional association and community, and its members who have digitally indicated their acceptance of this Agreement (a “Fractional Leader,” and, together with Company, the “Parties”) as of the date Fractional Leader accepts the terms of this Membership Agreement (the “Effective Date”).

WHEREAS, Company operates a professional association and community of Fractional Leaders (the “Fractional Leadership Association”), pursuant to which Company provides the members of the Fractional Leadership Association  (each, a “Member” and, collectively, the “Members”) with a number of benefits and services and


WHEREAS, Fractional Leader provides fractional leadership services to clients, whether as a solo practitioner or a firm.


NOW, THEREFORE, Company and Fractional Leader do hereby agree as follows:


1. Fractional Leader agrees to embody, pursue, and uphold the Vision and Core Values of Company and pay the then-applicable Fractional Leadership Association annual membership fees as well as any additional fees for other Company services in which Fractional Leader may subsequently elect to participate.


2. Company agrees to include Fractional Leader in its Fractional Leadership Association through which it will provide Fractional Leader with services outlined on Company’s website so long as Fractional Leader remains in good standing, i.e., Fractional Leader continues to embody Company’s Core Values, stays up to date on fees due, and this Agreement remains in effect. Violations of Company’s Core Values and the terms of this Agreement shall constitute grounds for removal from the Fractional Leadership Association.


3. The Parties to this Agreement do not establish any relationship of partnership, joint venture, employment, franchise, or agency between the Parties. Each Party shall bear its own expenses in connection with this Agreement without any reimbursement by the other Party. Fractional Leader understands, agrees, welcomes, and embraces the fact that the Fractional Leadership Association includes other fractional leaders in the same industry as Fractional Leader.


4. All non-public information Company or other Fractional Leadership Association members disclose to Fractional Leader (“Disclosing Party”) through the Fractional Leadership Association (“Confidential Information”) shall be treated as confidential by Fractional Leader during the term of this Agreement and for two (2) years thereafter and, during such period, shall not be disclosed to a third party without Company’s or the relevant Member’s prior written consent. Confidential Information shall not include information which: a) was lawfully possessed, as evidenced by the Fractional Leader’s records, by the Fractional Leader prior to receiving the Confidential Information from the Disclosing Party; (b) becomes rightfully known by the Fractional Leader from a third-party source not under an obligation to Disclosing Party to maintain confidentiality; (c) is generally known by the public through no fault of or failure to act by the Fractional Leader inconsistent with its obligations under this Agreement; (d) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation; and (e) is or has been independently developed by employees, consultants or agents of the Fractional Leader without violation of the terms of this Agreement, as evidenced by the Fractional Leader’s records, and without reference or access to any Confidential Information.


5. Subject to the limitations set forth below, Fractional Leader shall fully defend, indemnify, and hold harmless Company from any claims, whether brought by an individual or other entity, or imposed by a court of law or by administrative action of federal state, or local governmental body or agency, arising out of this Agreement as a result of any acts, omissions, negligence, or willful misconduct on the part of Fractional Leader, its officers, owners, personnel, employees, agents, contracts, invitees, or volunteers (each, an “Indemnification Claim”), provided, however, that Company: (i) promptly notifies the Fractional Leader in writing of the Indemnification Claim; (ii) grants the Fractional Leader sole control of the defense and settlement of the Indemnification Claim; and (iii) provides the Fractional Leader with all reasonable assistance, information and authority required for the defense and settlement of the Indemnification Claim. This indemnification applies to and includes, without limitation, penalties, fines, judgments, awards, decrees, attorneys’ fees, and related costs/expenses, and any reimbursements to Company for all legal fees and expenses it incurs. The Fractional Leader’s obligation under this Agreement shall not apply to such portion of any claim related to any willful misconduct, negligence or breach of this Agreement by the Company.


6. This Agreement shall be effective as of the Effective Date and shall continue in effect in perpetuity unless terminated by either party in a written notice of termination sent and to the other Party. 


7. By signing below, the parties agree that this Agreement constitutes the entire agreement between the parties and shall only be modified by a written instrument executed by an authorized officer of both parties. This Agreement shall bind and inure to the benefit of the Parties and their successors and assigns. Neither Party may transfer or assign any rights or obligations under this Agreement without the prior written consent of the other Party.  This Agreement may be executed in one or more counterparts, each of which when so executed shall constitute an original and all of which together shall constitute one and the same Agreement. The observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the Party against such waiver is sought and to such extent set forth therein; no failure or delay in enforcing any right will be deemed a waiver. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. An executed copy of this Agreement shall be effective whether delivered as an original, by .pdf format, or by facsimile or other electronic transmission of an executed signature page. This Agreement shall be governed and construed in accordance with the laws of the State of New York without its conflict of laws rules.