CorpFree membership application

CORPFREE CERTIFIED
Membership and Certification Subscription Agreement
Version 1.0 | Effective Date: [Effective Date]

This Membership and Certification Subscription Agreement (this "Agreement") is entered into as of the date of the Member's electronic or written acceptance (the "Effective Date") between:

Rewsterdog Consulting, LLC, a Colorado limited liability company doing business as "CorpFree" ("CorpFree" or "Certifier"), with its principal address at 3472 Research Pkwy, STE 104 PMB 126, Colorado Springs, Colorado 80920; and

The professionally controlled practice identified in the Membership Application (the "Member" or "Practice").

CorpFree and the Member are referred to collectively in this Agreement as the "Parties" and individually as a "Party."

RECITALS
WHEREAS, CorpFree owns and administers the CORPFREE CERTIFIED certification program (the "Program"), which certifies professionally controlled businesses that meet the Standards for Use set forth in Exhibit A to this Agreement (the "Standards");

WHEREAS, CorpFree is the owner of the CORPFREE CERTIFIED certification marks (the "Certification Marks"), which are either the subject of a pending application for registration or have been granted registration with the United States Patent and Trademark Office;

WHEREAS, the Member is applying for certification under the Program and, upon approval, to use the Certification Mark in connection with its professional services pursuant to the terms of this Agreement; and

WHEREAS, CorpFree is willing to grant such certification and license on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. MEMBERSHIP AND CERTIFICATION
1.1 Application and Initial Certification
To obtain initial certification, the Member must submit a completed Membership Application in the form prescribed by CorpFree, together with all documentation required under Section 3 of this Agreement. CorpFree will review the submitted materials and notify the Member in writing of its certification decision within ten (10) business days after receiving a complete application. CorpFree reserves the right, in its reasonable discretion, to request supplemental documentation before making a certification determination. Certification is granted solely on the basis of the Member's compliance with the Standards at the time of application.
1.2 Certification Term
Subject to the terms of this Agreement, each certification is valid for a period of one (1) year from the date of CorpFree's written notice of certification approval (the "Certification Term"). Certification does not renew automatically. To maintain certified status, the Member must submit a renewal attestation and fee in accordance with Section 2 and Section 3 of this prior to the expiration of the then-current Certification Term.
1.3 Certification Mark License
Upon certification and for the duration of the Certification Term, CorpFree hereby grants the Member a limited, non-exclusive, non-transferable, non-sublicensable license to use the Certification Marks solely to indicate that the Member's professional services have been certified by CorpFree as meeting the Standards. The Member's right to display the Certification Marks is conditioned upon continuous compliance with the Standards and all other terms of this Agreement. This license terminates automatically upon expiration, non-renewal, or termination of this Agreement.
1.4 Directory Listing
Upon certification, CorpFree will include the Member in the publicly accessible directory of certified businesses maintained on CorpFree's website (the "Directory"). The Directory listing will include the Member's business name, location, and profession type, as provided in the Membership Application. CorpFree reserves the right to modify the format and content of the Directory at any time. The Member's listing will be removed from the Directory promptly upon expiration, non-renewal, or termination of certification.
1.5 No Guarantee of Approval
Submission of a Membership Application does not guarantee certification. Certification decisions are solely within the discretion of CorpFree.

2. MEMBERSHIP FEE
2.1 Annual Membership Fee
The Member agrees to pay CorpFree an annual membership fee in the amount set by CorpFree (the "Annual Membership Fee") for each Certification Term. For the initial Certification Term, the Annual Membership Fee is due and payable upon submission of the Member application. For each subsequent Certification Term, the Annual Membership Fee is due and payable at the time of renewal. The Annual Membership Fee is non-refundable once paid, except the Annual Membership Fee will be refunded in the event Member's certification is denied. The refund will be made within ten (10) business days after the certification decision is finalized.
2.2 Fee Adjustments
CorpFree reserves the right to adjust the Annual Membership Fee upon no less than sixty (60) days' written notice to the Member prior to the commencement of a renewal Certification Term. The Member's submission of a renewal attestation after receiving such notice constitutes acceptance of the adjusted fee.
2.3 Taxes
The Member is responsible for all sales, use, or similar taxes, if any, imposed on the membership and certification services provided under this Agreement, other than taxes on CorpFree's net income.

3. MEMBER OBLIGATIONS
3.1 Documentation Submission
At the time of initial application, the Member must submit documentation sufficient to demonstrate compliance with the Standards set forth in Exhibit A. Required documentation includes, without limitation:
(a) A current organizational chart or ownership summary identifying all equity holders and their respective ownership percentages;
(b) Such additional documentation as CorpFree may reasonably request to verify compliance with any element of the Standards.
At the time of each annual renewal, the Member must submit a signed attestation in the form prescribed by CorpFree confirming that it remains in continuous compliance with the Standards. CorpFree reserves the right, in its sole discretion, to require the Member to provide any or all of the supporting documentation described above in connection with any renewal, and the Member must submit such documentation within thirty (30) days of CorpFree's written request.
3.2 Ongoing Compliance
The Member must continuously comply with the Standards throughout the Certification Term. Certification is not a one-time determination; it reflects the Member's ongoing status. The Member represents and warrants, on a continuous basis, that all information submitted to CorpFree is accurate, complete, and not misleading.
3.3 Notice of Material Change
The Member must notify CorpFree in writing within thirty (30) days of any material change to its ownership structure, governance arrangements, or third-party agreements that may affect its eligibility under the Standards. Material changes include, without limitation: (a) entry into or amendment of a management services agreement, business services agreement, administrative services agreement, or any similar agreement; (b) any transfer of equity interests or substantial assets to a third party; (c) any affiliation with a management services organization or private equity entity; and (d) any change in the identity of the licensed professionals who hold voting control of the Practice.
3.4 Audit Cooperation
CorpFree reserves the right, upon reasonable written notice of no less than ten (10) business days, to audit the Member's compliance with the Standards no more than once per Certification Term, unless CorpFree has reasonable cause to believe a violation has occurred, in which case an audit may be conducted at any time. The Member agrees to cooperate fully with any such audit and to provide all reasonably requested documentation within fifteen (15) business days of the request. CorpFree has the right within its discretion to suspend or terminate Member's certification if Member fails to timely comply with audit requests.
3.5 Mark Usage Guidelines
The Member must use the Certification Marks only in the manner approved by CorpFree and in accordance with any usage guidelines issued by CorpFree from time to time. The Member must not (a) alter, modify, or create derivative works of the Certification Marks; (b) use any confusingly similar marks; and (c) use the Certification Marks in any manner that is false, misleading, or likely to cause consumer confusion. The Member must promptly cease all use of the Certification Marks upon expiration, non-renewal, or termination of this Agreement and must remove the Certification Marks from all physical and digital materials within fifteen (15) days of such expiration, non-renewal, or termination.

4. SUSPENSION, CURE, AND TERMINATION
4.1 Tiered Response to Non-Compliance
If CorpFree determines that the Member may not be in compliance with the Standards or any other obligation under this Agreement, it will respond according to the following tiered framework based on the nature and severity of the non-compliance:
(a) Curable Non-Compliance. For non-compliance that is capable of being remedied without a fundamental change to the Member's ownership or governance structure (including, for example, failure to timely submit documentation, minor administrative deficiencies, or use of the Certification Marks in a non-approved format), CorpFree will provide the Member written notice describing the non-compliance in reasonable detail. The Member will have thirty (30) days from receipt of such notice to cure the identified deficiency (ies) to CorpFree's reasonable satisfaction. If the Member cures the deficiency within the cure period, no further action will be taken with respect to that specific instance of non-compliance. If the Member fails to cure within the cure period, CorpFree may suspend or terminate certification in accordance with Section 4.1(c).

(b) Serious Non-Compliance. For non-compliance that is more significant but does not fall within the category of Immediate Termination Events described in Section 4.1(c) (including, for example, entry into an agreement that creates a risk of conflict with the Standards, or failure to provide notice of a material change), CorpFree will provide the Member written notice and a cure period of fifteen (15) days. During the cure period, CorpFree may, in its discretion, suspend the Member's right to display the Certification Marks and may temporarily remove the Member from the Directory. If the Member cures the deficiency within the cure period, CorpFree will restore the Member's certification and Directory listing. If the Member fails to cure, CorpFree may terminate certification in accordance with Section 4.2.

(c) Immediate Termination Events. The following events constitute grounds for immediate termination of certification without notice or cure period:
(i) Entry into any agreement or transaction with a publicly traded company, private equity fund, or management services organization that results in a loss of majority ownership or voting control by the licensed professional for the Member organization, including any sale of equity or assets, entry into a management services agreement, business services agreement, administrative services agreement, or any similar agreement;
(ii) Entry into any agreement or transaction, including issuance of equity, convertible instruments, or debt that would cause, upon conversion or transfer, the licensed professional ownership to go below the threshold required by the Standards;
(iii) Entry into a management services agreement or similar arrangement that cedes operational or professional control to any person other than to a licensed professional owning a majority ownership in the Member;
(iv) Any misrepresentation or omission of material fact in the Member's application, renewal, or audit documentation; or
(v) Any use of the Certification Mark after expiration, non-renewal, or termination of this Agreement.
4.2 Voluntary Termination
A Member may voluntarily terminate this Agreement and exit the Program at any time by providing written notice to CorpFree.
4.3 Effect of Termination
Upon termination of certification for any reason: (i) the license granted under Section 1.3 terminates immediately; (ii) the Member must immediately cease all use of the Certification Marks; (iii) CorpFree will remove the Member from the Directory; and (iv) no refund of the Annual Membership Fee will be issued for the remainder of the Certification Term. Termination of this Agreement does not relieve the Member of any obligations that accrued prior to the effective date of termination.

5. INTELLECTUAL PROPERTY
5.1 Ownership of Certification Marks
Member acknowledges that CorpFree is the sole owner of the Certification Marks and all goodwill associated with the Certification Marks. Nothing in this Agreement transfers any ownership interest in the Certification Marks to the Member. All use of the Certification Marks by the Member inures to the benefit of CorpFree. The Member will not challenge, contest, or otherwise dispute CorpFree's ownership of or rights in the Certification Marks during the term of this Agreement or thereafter. Member further acknowledges that the Certification Marks as used in this Agreement includes any and all trademarks and service marks that are developed by CorpFree in relation to the Program, including any marks developed and used after execution of this Agreement.
5.2 Member Data
The Member grants CorpFree a non-exclusive, royalty-free license to use the Member's business name, location, and profession type in the Directory and in CorpFree's promotional and informational materials describing the Program for the duration of the Certification Term. CorpFree will not use the Member's name or information in a manner that is false or misleading.

6. REPRESENTATIONS AND WARRANTIES
6.1 Member Representations
The Member represents and warrants to CorpFree, as of the Effective Date and on a continuing basis throughout the Certification Term, that:
(a) The Member meets all of the Standards set forth in Exhibit A and will maintain compliance with the Standards throughout the Certification Term;
(b) All information and documentation submitted to CorpFree in connection with this Agreement is accurate, complete, and not misleading in any material respect;
(c) The individual signing this Agreement on behalf of the Member is authorized to do so and authorized to bind the Member to the terms hereof; and
(d) The Member's entry into this Agreement does not violate any other agreement to which the Member is a party.
6.2 CorpFree Representations
CorpFree represents and warrants to the Member that it has the right and authority to grant the license set forth in Section 1.3 and to operate the Program as described in this Agreement.

7. DISCLAIMERS AND LIMITATION OF LIABILITY
7.1 No Warranty of Business Outcome
CORPFREE MAKES NO REPRESENTATION OR WARRANTY THAT CERTIFICATION UNDER THE PROGRAM WILL RESULT IN ANY PARTICULAR BUSINESS OUTCOME, INCREASE IN PATIENT VOLUME, REVENUE, OR COMPETITIVE ADVANTAGE FOR THE MEMBER. THE CERTIFICATION MARK IS A CERTIFICATION OF COMPLIANCE WITH THE STANDARDS ONLY.
7.2 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CORPFREE BE LIABLE TO THE MEMBER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF CORPFREE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CORPFREE'S TOTAL CUMULATIVE LIABILITY TO THE MEMBER UNDER THIS AGREEMENT WILL NOT EXCEED THE ANNUAL MEMBERSHIP FEE PAID BY THE MEMBER FOR THE THEN-CURRENT CERTIFICATION TERM.

8. GENERAL PROVISIONS
8.1 Governing Law
This Agreement will be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws principles. Any dispute arising out of or related to this Agreement that cannot be resolved by good-faith negotiation between the Parties will be submitted to binding arbitration in Colorado Springs, Colorado, under the then-current rules of the American Arbitration Association.
8.2 Entire Agreement
This Agreement, together with the Membership Application and the Standards set forth in Exhibit A, constitute the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, negotiations, and agreements, whether oral or written, relating to such subject matter.
8.3 Amendments
CorpFree reserves the right to amend the Standards set forth in Exhibit A upon no less than sixty (60) days' written notice to certified members. Amendments to any other provisions of this Agreement require the written consent of both Parties. The Member's submission of a renewal attestation after receiving notice of an amendment to the Standards constitutes acceptance of the amended Standards.
8.4 Non-Discrimination
CorpFree will apply the Standards consistently and will not discriminate in the granting or renewal of certification on the basis of race, color, national origin, sex, disability, or any other characteristic protected by applicable federal or state law. CorpFree will certify any business that, based on its sole discretion, meets the Standards and submits a complete application with the required fee.
8.5 Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will continue in full force and effect.
8.6 Waiver
No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right. No waiver of any breach of this Agreement will be construed as a waiver of any subsequent breach.
8.7 Notices
All notices under this Agreement must be in writing and delivered by email with confirmation of receipt, overnight courier, or certified mail, return receipt requested, to the addresses set forth in the Membership Application (for the Member) and to info@corpfree.org, 3472 Research Pkwy, STE 104 PMB 126, Colorado Springs, Colorado 80920 (for CorpFree), or such other address as a Party may designate in writing.
8.8 Nature of Relationship
The relationship between CorpFree and the Member is that of a certification body and a member of its certification program. By entering into this Agreement, the Member becomes a member of the CORPFREE CERTIFIED program and is granted the right to display the Certification Mark solely as evidence of that certified status. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, employment, or contractor relationship between the Parties. The Member is not acting as a contractor, agent, or representative of CorpFree, and the Member has no authority to bind CorpFree to any obligation or commitment. CorpFree is not acting as a service provider to the Member in any commercial or employment sense; it is the owner and administrator of a certification standard to which the Member voluntarily subscribes. Member further acknowledges and agrees that this Agreement does not grant CorpFree any right or ability to control, manage, or direct the business of Member.
8.9 Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Electronic signatures and electronically transmitted signatures are deemed valid and binding to the same extent as original signatures.

SIGNATURE PAGE
By signing below, each Party agrees to be bound by the terms of this Agreement.

REWSTERDOG CONSULTING, LLC d/b/a CORPFREE

______________________________________________
Signature
_______________________________________________
Printed Name
_______________________________________________
Title
_______________________________________________
Date

MEMBER PRACTICE

_______________________________________________
Signature
[Signer Name]
Printed Name
[Signer Title / Role]
Title / Role at Practice
[Practice Legal Name]
Practice Legal Name
_______________________________________________
Date

EXHIBIT A
CORPFREE CERTIFIED — Standards for Use
A professionally controlled practice that meets the following Standards, as determined by CorpFree, is eligible to become a member of CorpFree and to use and display the Certification Marks to indicate that the practice is professionally owned and controlled by licensed professionals:
I. Ownership
CorpFree will certify only those professional practices that are owned by one or more licensed professionals holding at least fifty-one percent (51%) ownership of the professional practice or at least fifty-one percent (51%) of the equity ownership interest and voting rights in a business entity that owns the professional practice. Each of the licensed professionals must be actively engaged in the professional practice. For purposes of these Standards, "actively engaged" means performing professional services at the certified location on a regular and ongoing basis, and not merely holding a nominal or administrative role.

Passive equity interests held by retired professionals who previously practiced at the location, or by immediate family members of a qualifying professional, shall not count toward the 51% threshold unless the holder is independently a licensed professional meeting the active engagement requirement.

For professional practices that comprise multiple practice locations, CorpFree will certify each location separately. Each location must meet the Standards and pay the Annual Membership Fee.

CorpFree recognizes that it is common for licensed professionals to form and use business entities, such as partnerships, professional corporations, limited liability companies, S-corporations, and C-corporations, in order to limit liability and for other legitimate business and tax purposes. Thus, use of such business entities will not prevent certification by CorpFree, provided such business entities are owned at least 51% by licensed professionals engaged in the profession as provided in this Section I, and the professional practice meets all other Standards prescribed herein.

II. Governance and Decision-Making Authority
Qualifying professionals who meet the ownership threshold in Section I must hold voting control of the business entity and must retain final decision-making authority over all of the following:
(a) Clinical protocols, treatment standards, patient care policies, professional suppliers, and laboratory services;
(b) Hiring, compensation, and termination of licensed clinical staff;
(c) The property lease where the Practice is located;
(d) The purchase, ownership, and/or lease of equipment and materials used in the Practice;
(e) Selection and retention of the practice's professional service providers, including legal, accounting, financial advisors, and marketing and advertising;
(f) Any decision to enter into, modify, or terminate agreements that affect the governance, ownership, or operational independence of the practice.

No individual, entity, or governing document shall vest final authority over any of the matters enumerated above in a person or entity that is not a qualifying licensed professional under Section I.
III. Independence from Corporate Control
The professional practice must not be party to any agreement, arrangement, or structure that grants any person or entity, other than a licensed professional owning the professional practice seeking certification, effective control over any of the decisions enumerated in Section II above. Without limiting the foregoing, the professional practice shall not:
(a) Be party to a management services agreement, a business services agreement, an administrative services agreement, or similar arrangement under which any person or entity, other than a licensed professional owning the professional practice as provided in Section I, directs, supervises, or retains authority or veto power over any matter enumerated in Section II;
(b) Have issued equity, debt instruments, convertible notes, or options that, upon conversion or exercise, would reduce licensed professional ownership below the threshold in Section I or transfer voting control to a non-licensed professional;
(c) Operate under a franchise agreement, licensing arrangement, or brand affiliation agreement that subjects the practice's clinical or operational decisions to the direction of a corporate franchisor or licensor;
(d) Be majority owned, managed, or effectively controlled, directly or indirectly, by a management services organization, private equity fund, hedge fund, or publicly traded company;
(e) Have in place any compensation structure, production quota, or financial incentive program imposed by any person other than a licensed professional owner as described in Section I that ties licensed professional compensation to corporate performance targets rather than the individual business's own professional and financial performance;
(f) Have a contract, agreement, or other business relationship whereby a management or services company, other than a business entity controlled by the licensed professionals for the Practice, owns the equipment or materials used in the Practice; or
(g) Have a contract, agreement, or other business relationship whereby a management or services company, other than a business entity controlled by the licensed professionals for the Practice, owns or holds the lease for the property where the Practice is located. (This requirement does not prevent the Practice from leasing property from a third-party property owner.)

IV. Certification and Renewal
Applicants for certification must submit a completed application in the form prescribed by CorpFree, including documentation sufficient to verify compliance with Sections I through III. Certification is valid for one year from the date of issuance and must be renewed annually. Once certified any Member must continuously meet all of the Standards set forth herein to maintain its certification. CorpFree reserves the right to conduct audits, request supplemental documentation, and revoke certification upon a finding of non-compliance. Certified businesses must notify CorpFree within thirty (30) days of any material change to their ownership structure, governance arrangements, or third-party agreements that may affect eligibility under these Standards.