Common use of Affiliate Covenants Clause in Contracts

Affiliate Covenants. During the term of this Agreement, Affiliate will abide by the following covenants and agreements: (a) Affiliate shall operate at all times in full compliance with all applicable statutes, laws, regulations, rules and other legal standards governing its performance. Affiliate shall at all times operate in a manner consistent with MGMA’s stated mission and MGMA’s published policies and guidelines as they exist from time to time, including without limitation, the Trademark License Agreement attached hereto as Exhibit A and MGMA’s Principles of Alliance and Intellectual Property Policy. (b) Affiliate understands that MGMA publishes and makes available various content to its members and affiliates. Affiliate understands and agrees that it may not copy, reproduce or distribute any of MGMA’s materials, such as newsletters, articles, survey tools and assessments, or other content, without first obtaining MGMA’s written consent. (c) Affiliate shall refrain from adopting policies or taking actions inconsistent with or contrary to MGMA’s stated mission. (d) Affiliate shall support and arrange for at least one of its leadership to participate in MGMA-sponsored annual State Leadership Conference, as well as facilitate attendance by its leadership at other MGMA sponsored training and development opportunities or peer group leadership forums. (e) Affiliate shall cause its President (or similar senior executive officer) and its President Elect (or similarly designated successor to its senior executive officer) to maintain membership in MGMA and shall encourage other members of its governing board to be members of MGMA. (f) Affiliate agrees that it will not schedule a face-to-face conference within 30 days before or after an MGMA face-to-face conference that is scheduled to be held in that Affiliate state. To avoid conflict between Affiliate’s face-to-face or virtual conferences and MGMA face-to-face or virtual conferences, Affiliate also agrees to coordinate the scheduling of its conferences by communicating with MGMA the dates being considered during the scheduling process and immediately notifying MGMA upon finalizing its conference date(s) and location(s). (g) Affiliate will encourage members within State to become members of MGMA and refrain from any actions or conduct which would tend to discourage membership in MGMA. (h) Affiliate shall provide a complimentary non-voting membership for one (1) MGMA staff person. (i) Subject to the terms stated in Sections 7 and 8 below, Affiliate will make available to MGMA, on a reciprocal basis, data Affiliate has collected relating to its members in State. (j) Affiliate shall encourage/facilitate its members’ participation in MGMA surveys conducted within State. Affiliate shall not conduct surveys within its State, under the Affiliate’s corporate name or utilizing the MGMA name or trademarks in connection with any such survey, which surveys cover subject matter and data which is included in the MGMA national surveys. (k) Affiliate shall not use any MGMA survey or other data product or sell, license or transfer to any third party any MGMA survey or other data product except as expressly stated in terms of use accompanying the survey or data product or as otherwise allowed by MGMA’s express written permission. (l) Affiliate shall encourage its members to promote the value of MGMA’s professional development programs, including the ACMPE designation, using messaging developed by MGMA delivered in accordance with MGMA’s messaging protocols. (m) Affiliate shall comply with MGMA’s Affiliate Baseline Reporting Requirements as stated from time to time, and report compliance annually to MGMA in the form required by MGMA. MGMA’s current Affiliate Baseline Reporting Requirements are attached hereto as Schedule B. (n) Affiliate shall comply with MGMA’s Core Benefits Requirements for MGMA Affiliates, as stated from time to time, and report compliance with these Requirements annually to MGMA. MGMA’s current Core Benefit Requirements for MGMA Affiliates are attached hereto as Schedule C. (o) Affiliate shall consider application to the Internal Revenue Service for status as a Section 501(c)(6) organization. Affiliate shall not be required to make application for Section 501(c)(6) status but is strongly encouraged to do so. If Affiliate is a tax-exempt organization, it will comply with all requirements necessary to maintain its tax-exempt status. (p) Affiliate shall provide to MGMA a copy of its most recent tax return in format applicable to Affiliate’s organizational status and as required by the Internal Revenue Service. (q) Affiliate may engage in federal, state and local advocacy. Affiliate shall not be required to support or advocate MGMA’s policy positions but, in view of the need to maintain consistent messaging under the MGMA logo, Affiliate shall avoid publicly challenging MGMA’s policy positions or advocating opposing policy positions under the MGMA logo and shall, when advocating policy positions opposed to MGMA’s position, inform its audience that the views expressed are those of Affiliate – not MGMA. (r) Affiliate shall be free to set its own agenda for activities which it deems best serve its mission and to create and provide benefits which it believes best serve its members; provided however, that Affiliate’s engagement in or support of activities outside the MGMA mission shall in no case conflict with or detract from MGMA’s mission, activities or initiatives or otherwise divide Affiliate’s and Affiliate’s members’ loyalty to MGMA. (s) Affiliate may engage in commercial activity to support its mission and the MGMA mission. However, Affiliate understands and agrees that it may not engage in any directly competitive activities with MGMA without first obtaining MGMA’s written consent. For example (and without limitation), Affiliate may not resell MGMA products, content or data without first obtaining MGMA’s written consent. (t) Affiliate will use the MGMA and MEDICAL GROUP MANAGEMENT ASSOCIATION trademarks in connection with its business only in accordance with MGMA’s Trademark License Agreement, which is attached hereto as Schedule A and fully incorporated by this reference. (u) Affiliate shall promote MGMA’s national conferences, webinars and podcasts on its website, in its newsletters and on social media platforms on which it participates.

Affiliate Covenants. During the term of this Agreement, Agreement Affiliate will abide by the following covenants and agreements:agreements the substance of which is more particularly described on the attached Schedule . (a) Affiliate shall operate at all times in full compliance with all applicable statutes, laws, regulations, rules and other legal standards governing its performance. . (b) Affiliate shall at all times operate in a manner consistent with MGMA’s stated mission and MGMA’s published policies Policies and guidelines Guidelines as they exist from time to time, including without limitation, the Trademark License Agreement attached hereto as Exhibit A and limitation MGMA’s Principles of Alliance Alliance, Antitrust Guidelines, copyright Policy, Data Exchange Policy and Intellectual Property Policy. (b) Affiliate understands that MGMA publishes and makes available various content to its members and affiliates. Affiliate understands shall align its policies, procedures and agrees that it may not copy, reproduce or distribute any of actions with MGMA’s materialsmission, such as newsletters, articles, survey tools vision and assessments, or other content, without first obtaining MGMA’s written consentpolicies. (c) Affiliate shall refrain from adopting commit itself, its policies or taking and its actions inconsistent with or contrary to serve MGMA’s stated mission. (d) Affiliate shall support and arrange for at least one of its leadership to participate in MGMA-MGMA sponsored annual State Leadership Conference, as well as leadership training and development opportunities and facilitate attendance by its leadership at other MGMA sponsored training and development opportunities or peer group leadership forums. (e) . In this regard Affiliate shall cause its President (or similar senior executive officer) and its President Elect (or similarly designated successor to its senior executive officer) to maintain membership in MGMA and shall encourage other members of its governing board to be members of MGMA. (fe) Affiliate agrees that it will not schedule a face-to-face conference within 30 days before or after an shall, consistent with MGMA’s published Event Scheduling Procedures as they exist from time to time, coordinate its professional development product offerings with those sponsored by MGMA face-to-face conference that is scheduled to be held in that Affiliate state. To avoid conflict between Affiliate’s face-to-face or virtual conferences and MGMA face-to-face or virtual conferences, Affiliate also agrees to coordinate the scheduling of its conferences by communicating sponsored events to avoid conflict with MGMA the dates being considered during the scheduling process and immediately notifying MGMA upon finalizing its conference date(s) and location(s)sponsored events. (gf) Affiliate shall coordinate its membership recruitment and retention efforts with MGMA and, with MGMA, will encourage members within State to become members of membership in both MGMA and Affiliate and refrain from any actions or conduct which would tend to discourage membership in MGMA. (hg) Affiliate shall provide a complimentary non-voting complementary membership in Affiliate for one (1) MGMA staff person. (ih) Subject Affiliate shall share its member data with MGMA pursuant to the terms stated MGMA Data Exchange Policy to facilitate joint communications and other communications as provided in Sections 7 and 8 below, Affiliate will make available to MGMA, on a reciprocal basis, data Affiliate has collected relating to its members in Statethe Data Exchange Policy. (ji) Affiliate shall encourage/facilitate its members’ Affiliate’s members participation in MGMA surveys conducted within State. Affiliate shall not conduct surveys within its State, under the Affiliate’s corporate name or utilizing the MGMA name or trademarks in connection with any such survey, which surveys cover subject matter and data which is included in the MGMA national surveysState of . (kj) Affiliate shall not use any MGMA survey or other data product or sell, license or transfer to any third party any MGMA survey or other data product except as expressly stated in terms of use accompanying the survey or data product MGMA’s Survey/Data Use Policy or as otherwise allowed by MGMA’s express written permission. (lk) Affiliate shall encourage its members to promote the value of MGMA’s professional development programs, including the ACMPE designation, using messaging developed by MGMA delivered in accordance with MGMA’s messaging protocols. (l) Affiliate shall develop criteria for evaluation of its performance of its association to be reviewed and approved by MGMA and implemented and employed on a regular basis with results reported to MGMA. (m) Affiliate shall comply periodically, but not less than annually, survey its membership to determine the membership’s level of satisfaction with MGMA’s Affiliate Baseline Reporting Requirements as stated from time to time, the service and report compliance annually to MGMA in the form required benefits of membership provided by MGMA. MGMA’s current Affiliate Baseline Reporting Requirements are attached hereto as Schedule B.affiliate. (n) Affiliate shall comply with MGMA’s Core Benefits Requirements for MGMA Affiliates, as stated from time to time, and report compliance with these Requirements annually to MGMA. MGMA’s current Core Benefit Requirements for MGMA Affiliates are attached hereto as Schedule C. (o) Affiliate shall consider application to the Internal Revenue Service for status as a Section 501(c)(6) organization. Affiliate shall not be required to make application for Section 501(c)(6) status but is strongly encouraged to do so. If Affiliate is a tax-exempt organization, organization it will comply with all requirements necessary to maintain its tax-exempt status. (p) Affiliate shall provide to MGMA a copy of its most recent tax return in format applicable to Affiliate’s organizational status and as required by the Internal Revenue Service. (qo) Affiliate may engage in federal, state and local advocacy. Affiliate shall not be required to support or advocate MGMA’s policy positions but, in view of the need to maintain consistent messaging under the MGMA logo, Affiliate shall avoid publicly challenging MGMA’s policy positions or advocating opposing policy positions under the MGMA logo and shall, when advocating policy positions opposed to MGMA’s position, inform its audience that the views expressed are those of Affiliate – not MGMA. (rp) Affiliate shall be free to set its own agenda for activities which it deems best serve its mission and to create and provide benefits which it believes best serve its members; provided however, that Affiliate’s engagement in or support of activities outside the MGMA mission shall in no case conflict with or detract from MGMA’s mission, activities or initiatives or otherwise divide Affiliate’s and Affiliate’s members’ loyalty to MGMA. (sq) Affiliate may shall be entitled to engage in commercial activity to support its mission and the MGMA mission; provided, however, that products and/or services provided by Affiliate to its members or third parties under the MGMA name, logo or xxxx shall be complementary to products and services provided by MGMA. HoweverTo avoid confusion in the marketplace with respect to MGMA-branded products and services, Affiliate understands will not offer under the MGMA logo the same products and agrees that it may services substantially similar to MGMA branded products provided from time to time by MGMA. The foregoing limitation shall not engage in any directly competitive activities preclude Affiliate from selling books and other publications, or from sponsoring speakers, educational events, professional conferences and the like (provided there is no subject matter conflict with MGMA without first obtaining MGMA’s written consent. For example (and without limitationor they are scheduled more than 30 days prior to or 30 days after a conflicting MGMA event is scheduled), Affiliate may not resell MGMA products, content or data without first obtaining MGMA’s written consent. (t) Affiliate will use the MGMA and MEDICAL GROUP MANAGEMENT ASSOCIATION trademarks in connection with its business only in accordance with MGMA’s Trademark License Agreement, which is attached hereto as Schedule A and fully incorporated by this reference. (ur) Affiliate shall promote MGMA’s national conferences, webinars and podcasts on its website, collect minimum set of standardized demographic data as spelled out in its newsletters and on social media platforms on which it participates.schedule

Affiliate Covenants. During the term of this Agreement, Affiliate will abide by the following covenants and agreements: (a) Affiliate shall operate at all times in full compliance with all applicable statutes, laws, regulations, rules and other legal standards governing its performance. Affiliate shall at all times operate in a manner consistent with MGMA’s stated mission and MGMA’s published policies and guidelines as they exist from time to time, including without limitation, the Trademark License Agreement attached hereto as Exhibit A and MGMA’s Principles of Alliance and Intellectual Property Policy. (b) Affiliate understands that MGMA publishes and makes available various content to its members and affiliates. Affiliate understands and agrees that it may not copy, reproduce or distribute any of MGMA’s materials, such as newsletters, articles, survey tools and assessments, or other content, without first obtaining MGMA’s written consent. (c) Affiliate shall refrain from adopting policies or taking actions inconsistent with or contrary to MGMA’s stated mission. (d) Affiliate shall support and arrange for at least one of its leadership to participate in MGMA-MGMA sponsored annual State Leadership Conference, as well as leadership training and development opportunities and facilitate attendance by its leadership at other MGMA sponsored training and development opportunities or peer group leadership forums. (e) Affiliate shall cause its President (or similar senior executive officer) and its President Elect (or similarly designated successor to its senior executive officer) to maintain tomaintain membership in MGMA and shall encourage other members of its governing board to be members of MGMA. (f) Affiliate shall coordinate its professional development product offerings with those sponsored by MGMA and coordinate the scheduling of its sponsored events to avoid conflict with MGMA sponsored events. For example, Affiliate agrees that it will not schedule a face-to-face conference hold conferences within 30 days before or after of an MGMA face-to-face conference that is scheduled to be held in that the Affiliate state. To avoid conflict between Affiliate’s face-to-face or virtual conferences and MGMA face-to-face or virtual conferences, Affiliate also agrees to coordinate the scheduling of its conferences by communicating with MGMA the dates being considered during the scheduling process and immediately notifying MGMA upon finalizing its conference date(s) and location(s). (g) Affiliate will encourage affiliate members within State to become members of MGMA and refrain from any actions or conduct which would tend to discourage membership in MGMA. (h) Affiliate shall provide a complimentary complementary non-voting membership for one (1) MGMA staff person. (i) Subject to the terms stated in Sections 6 and 7 and 8 below, Affiliate will make available to MGMA, on a reciprocal basis, data Affiliate has collected relating to its Affiliate’s members in State. (j) Affiliate shall encourage/facilitate its Affiliate’s members’ participation in MGMA surveys conducted within State. Affiliate shall not conduct surveys within its State, under the Affiliate’s corporate name or utilizing the MGMA name or trademarks in connection with any such survey, which surveys cover subject matter and data which is included in the MGMA national surveys. (k) Affiliate shall not use any MGMA survey or other data product or sell, license or transfer to any third party any MGMA survey or other data product except as expressly stated in statedin terms of use accompanying the survey or data product or as otherwise allowed by MGMA’s express written permission. (l) Affiliate shall encourage its members to promote the value of MGMA’s professional development programs, including the ACMPE designation, using messaging developed by MGMA delivered in accordance with MGMA’s messaging protocols. (m) Affiliate shall comply with MGMA’s Affiliate Baseline Reporting Requirements as stated from time to time, and report compliance annually to MGMA in the form required by MGMA. MGMA’s current Affiliate Baseline Reporting Requirements are attached hereto as Schedule B. (n) Affiliate shall comply with MGMA’s Core Benefits Requirements for MGMA Affiliates, as stated from time to time, and report compliance with these Requirements annually to MGMA. MGMA’s current Core Benefit Requirements for MGMA Affiliates are attached hereto as Schedule C. (o) Affiliate shall consider application to the Internal Revenue Service for status as a Section 501(c)(6) organization. Affiliate shall not be required to make application for Section 501(c)(6) status but is strongly encouraged to do so. If Affiliate is a tax-exempt organization, it will comply with all requirements necessary to maintain its tax-exempt status. (p) Affiliate shall provide to MGMA a copy of its most recent tax return in format applicable to Affiliate’s organizational status and as required by the Internal Revenue Service. (qo) Affiliate may engage in federal, state and local advocacy. Affiliate shall not be required to support or advocate MGMA’s policy positions but, in view of the need to maintain consistent messaging under the MGMA logo, Affiliate shall avoid publicly challenging MGMA’s policy positions or advocating opposing policy positions under the MGMA logo and shall, when advocating policy positions opposed to MGMA’s position, inform its audience that the views expressed are those of Affiliate – not MGMA. (rp) Affiliate shall be free to set its own agenda for activities which it deems best serve its mission and to create and provide benefits which it believes best serve its members; provided however, that Affiliate’s engagement in or support of activities outside the MGMA mission shall in no case conflict with or detract from MGMA’s mission, activities or initiatives or otherwise divide Affiliate’s and Affiliate’s members’ loyalty to MGMA. (sq) Affiliate may engage in commercial activity to support its mission and the MGMA mission. However, Affiliate understands and agrees that it may not engage in any directly competitive activities with MGMA without first obtaining MGMA’s written consent. For example (and without limitation), Affiliate may not resell MGMA products, content or data without first obtaining MGMA’s written consentwrittenconsent. (tr) Affiliate will use the MGMA and MEDICAL GROUP MANAGEMENT ASSOCIATION trademarks in connection with its business only in accordance with MGMA’s Trademark License Agreement, which is attached hereto as Schedule A and fully incorporated by this reference. (u) Affiliate shall promote MGMA’s national conferences, webinars and podcasts on its website, in its newsletters and on social media platforms on which it participates.

Affiliate Covenants. During the term of this Agreement, Affiliate will abide by the following covenants and agreements: (a) Affiliate shall operate at all times in full compliance with all applicable statutes, laws, regulations, rules and other legal standards governing its performance. Affiliate shall at all times operate in a manner consistent with MGMA’s stated mission and MGMA’s published policies and guidelines as they exist from time to time, including without limitation, the Trademark License Agreement attached hereto as Exhibit A and MGMA’s Principles of Alliance and Intellectual Property Policy. (b) Affiliate understands that MGMA publishes and makes available various content to its members and affiliates. Affiliate understands and agrees that it may not copy, reproduce or distribute any of MGMA’s materials, such as newsletters, articles, survey tools and assessments, or other content, without first obtaining MGMA’s written consent. (c) Affiliate shall refrain from adopting policies or taking actions inconsistent with or contrary to MGMA’s stated mission. (d) Affiliate shall support and arrange for at least one of its leadership to participate in MGMA-sponsored annual State Leadership Conference, as well as facilitate attendance by its leadership at other MGMA sponsored training and development opportunities or peer group leadership forums. (e) Affiliate shall participate with MGMA in a dual membership enrollment, enabling a person who is both an MGMA and an Affiliate member to register once and receive dual membership in both organizations in the member classification for which the person is qualified. Affiliate hereby authorizes MGMA to xxxx and collect for the dual membership fee. The dual membership fee and the division between MGMA and Affiliate of the dual membership fee shall be determined by MGMA in consultation with Affiliate. MGMA and Affiliate shall only register members who reside in Affiliate’s State through the dual membership program and will maintain a link on its website to the registration site operated by MGMA. (f) Affiliate shall cause its President (or similar senior executive officer) and its President Elect (or similarly designated successor to its senior executive officer) to maintain membership in MGMA and shall encourage other members of its governing board to be members of MGMA. (fg) Affiliate agrees that it will not schedule a face-to-face conference within 30 days before or after an MGMA face-to-face conference that is scheduled to be held in that Affiliate state. To avoid conflict between Affiliate’s face-to-face or virtual conferences and MGMA face-face- to-face or virtual conferences, Affiliate also agrees to coordinate the scheduling of its conferences by communicating with MGMA the dates being considered during the scheduling process and immediately notifying MGMA upon finalizing its conference date(s) and location(s). (gh) Affiliate will encourage members within State to participate in the dual membership program and become members of MGMA MGMA, and Affiliate shall refrain from any actions or conduct which would tend to discourage membership in MGMA. (hi) Affiliate shall provide a complimentary non-voting membership for one (1) MGMA staff person. (ij) Subject to the terms stated in Sections 7 and 8 below, Affiliate will make available to MGMA, on a reciprocal basis, data Affiliate has collected relating to its Affiliate’s members in State. (jk) Affiliate shall encourage/facilitate its Affiliate’s members’ participation in MGMA surveys conducted within State. Affiliate shall not conduct surveys within its State, under the Affiliate’s corporate name or utilizing the MGMA name or trademarks in connection with any such survey, which surveys cover subject matter and data which is included in the MGMA national surveys; provided that as a Partner Affiliate, Affiliate may conduct surveys in accordance with the provisions of Section 3(i) herein. (kl) Affiliate shall not use any MGMA survey or other data product or sell, license or transfer to any third party any MGMA survey or other data product except as expressly stated in terms of use accompanying the survey or data product or as otherwise allowed by MGMA’s express written permission. (lm) Affiliate shall encourage its members to promote the value of MGMA’s professional development programs, including the ACMPE designation, using messaging developed by MGMA delivered in accordance with MGMA’s messaging protocols. (mn) Affiliate shall comply with MGMA’s Affiliate Baseline Reporting Requirements as stated from time to time, and report compliance annually to MGMA in the form required by MGMA. MGMA’s current Affiliate Baseline Reporting Requirements are attached hereto as Schedule B. (no) Affiliate shall comply with MGMA’s Core Benefits Requirements for MGMA Affiliates, as stated from time to time, and report compliance with these Requirements annually to MGMA. MGMA’s current Core Benefit Requirements for MGMA Affiliates are attached hereto as Schedule C. C. (op) Affiliate shall consider application to the Internal Revenue Service for status as a Section 501(c)(6) organization. Affiliate shall not be required to make application for Section 501(c)(6) status but is strongly encouraged to do so. If Affiliate is a tax-exempt organization, it will comply with all requirements necessary to maintain its tax-exempt status. (p) Affiliate shall provide to MGMA a copy of its most recent tax return in format applicable to Affiliate’s organizational status and as required by the Internal Revenue Service. (q) Affiliate may engage in federal, state and local advocacy. Affiliate shall not be required to support or advocate MGMA’s policy positions but, in view of the need to maintain consistent messaging under the MGMA logo, Affiliate shall avoid publicly challenging MGMA’s policy positions or advocating opposing policy positions under the MGMA logo and shall, when advocating policy positions opposed to MGMA’s position, inform its audience that the views expressed are those of Affiliate – not MGMA. (r) Affiliate shall be free to set its own agenda for activities which it deems best serve its mission and to create and provide benefits which it believes best serve its members; provided however, that Affiliate’s engagement in or support of activities outside the MGMA mission shall in no case conflict with or detract from MGMA’s mission, activities or initiatives or otherwise divide Affiliate’s and Affiliate’s members’ loyalty to MGMA. (s) Affiliate may engage in commercial activity to support its mission and the MGMA mission. However, Affiliate understands and agrees that it may not engage in any directly competitive activities with MGMA without first obtaining MGMA’s written consent. For example (and without limitation), Affiliate may not resell MGMA products, content or data without first obtaining MGMA’s written consentwrittenconsent. (t) Affiliate will use the MGMA and MEDICAL GROUP MANAGEMENT ASSOCIATION trademarks in connection with its business only in accordance with MGMA’s Trademark License Agreement, which is attached hereto as Schedule A and fully incorporated by this reference. (u) Affiliate shall promote MGMA’s national conferences, webinars and podcasts on its website, in its newsletters and on social media platforms on which it participates.

Affiliate Covenants. During the term of this Agreement, Affiliate will abide by the following covenants and agreements: (a) Affiliate shall operate at all times in full compliance with all applicable statutes, laws, regulations, rules and other legal standards governing its performance. Affiliate shall at all times operate in a manner consistent with MGMA’s stated mission and MGMA’s published policies and guidelines as they exist from time to time, including without limitation, the Trademark License Agreement attached hereto as Exhibit A and MGMA’s Principles of Alliance and Intellectual Property Policy. (b) Affiliate understands that MGMA publishes and makes available various content to its members and affiliates. Affiliate understands and agrees that it may not copy, reproduce or distribute any of MGMA’s materials, such as newsletters, articles, survey tools and assessments, or other content, without first obtaining MGMA’s written consent. (c) Affiliate shall refrain from adopting policies or taking actions inconsistent with or contrary to MGMA’s stated mission. (d) Affiliate shall support and arrange for at least one of its leadership to participate in MGMA-MGMA sponsored annual State Leadership Conference, as well as leadership training and development opportunities and facilitate attendance by its leadership at other MGMA sponsored training and development opportunities or peer group leadership forums. (e) . In this regard Affiliate shall cause its President (or similar senior executive officer) and its President Elect (or similarly designated successor to its senior executive officer) to maintain membership in MGMA and shall encourage other members of its governing board to be members of MGMA. (fe) Affiliate shall, consistent with MGMA’s published Event Scheduling Procedures as they exist from time to time, coordinate its professional development product offerings with those sponsored by MGMA and coordinate the scheduling of its sponsored events to avoid conflict with MGMA sponsored events. For example, Xxxxxxxxx agrees that it will not schedule a face-to-face conference hold conferences within 30 days before or after of an MGMA face-to-face conference that is scheduled to be held in that the Affiliate state. To avoid conflict between Affiliate’s face-to-face or virtual conferences and MGMA face-to-face or virtual conferences, Affiliate also agrees to coordinate the scheduling of its conferences by communicating with MGMA the dates being considered during the scheduling process and immediately notifying MGMA upon finalizing its conference date(s) and location(s). (gf) Affiliate will encourage affiliate members within State the state of to become members of MGMA and refrain from any actions or conduct which would tend to discourage membership in MGMA. (hg) Affiliate shall provide a complimentary complementary non-voting membership for one (1) MGMA staff person. (ih) Subject to the terms stated in Sections 6 and 7 and 8 below, Affiliate will make available to MGMA, on a reciprocal basis, data Affiliate has collected relating to its Affiliate’s members in Statethe state of . (ji) Affiliate shall encourage/facilitate its Affiliate’s members’ participation in MGMA surveys conducted within State. Affiliate shall not conduct surveys within its State, under the Affiliate’s corporate name or utilizing the MGMA name or trademarks in connection with any such survey, which surveys cover subject matter and data which is included in the MGMA national surveysstate of . (kj) Affiliate shall not use any MGMA survey or other data product or sell, license or transfer to any third party any MGMA survey or other data product except as expressly stated in terms of use accompanying the survey or data product or as otherwise allowed by MGMA’s express written permission. (lk) Affiliate shall encourage its members to promote the value of MGMA’s professional development programs, including the ACMPE designation, using messaging developed by MGMA delivered in accordance with MGMA’s messaging protocols. (ml) Affiliate shall comply with MGMA’s Affiliate Baseline Reporting Requirements as stated from time to time, and report compliance annually to MGMA in the form required by MGMA. MGMA’s current Affiliate Baseline Reporting Requirements are attached hereto as Schedule B. (n) Affiliate shall comply with MGMA’s Core Benefits Requirements for MGMA Affiliates, as stated from time to time, and report compliance with these Requirements annually to MGMA. MGMA’s current Core Benefit Requirements for MGMA Affiliates are attached hereto as Schedule C. (om) Affiliate shall consider application to the Internal Revenue Service for status as a Section 501(c)(6) organization. Affiliate shall not be required to make application for Section 501(c)(6) status but is strongly encouraged to do so. If Affiliate is a tax-exempt organization, organization it will comply with all requirements necessary to maintain its tax-exempt status. (p) Affiliate shall provide to MGMA a copy of its most recent tax return in format applicable to Affiliate’s organizational status and as required by the Internal Revenue Service. (qn) Affiliate may engage in federal, state and local advocacy. Affiliate shall not be required to support or advocate MGMA’s policy positions but, in view of the need to maintain consistent messaging under the MGMA logo, Affiliate shall avoid publicly challenging MGMA’s policy positions or advocating opposing policy positions under the MGMA logo and shall, when advocating policy positions opposed to MGMA’s position, inform its audience that the views expressed are those of Affiliate – not MGMA. (ro) Affiliate shall be free to set its own agenda for activities which it deems best serve its mission and to create and provide benefits which it believes best serve its members; provided however, that Affiliate’s engagement in or support of activities outside the MGMA mission shall in no case conflict with or detract from MGMA’s mission, activities or initiatives or otherwise divide Affiliate’s and Affiliate’s members’ loyalty to MGMA. (sp) Affiliate may engage in commercial activity to support its mission and the MGMA mission. However, Affiliate understands and agrees that it may not engage in any directly competitive activities with MGMA without first obtaining MGMA’s written consent. For example (and without limitation), Affiliate may not resell MGMA products, content or data without first obtaining MGMA’s written consent. (tq) Affiliate will use the MGMA and MEDICAL GROUP MANAGEMENT ASSOCIATION trademarks in connection with its business only in accordance with MGMA’s Trademark License Agreement, which is attached hereto as Schedule A and fully incorporated by this reference. (u) Affiliate shall promote MGMA’s national conferences, webinars and podcasts on its website, in its newsletters and on social media platforms on which it participates.