Common use of Obligations of the Licensee as an Operational Member Clause in Contracts

Obligations of the Licensee as an Operational Member. As per the rules established under the Constitution, the Licensee agrees to fulfil the Membership Obligations detailed in the present clause. (a) Obligations in relation to financial matters: (i) The Licensee is to pay to the Licensor an annual membership levy of 50% of all cash revenues from consulting services rendered by the Licensee, unless otherwise waived in writing by the Board. (ii) The Licensee is required to prepare and provide all financial statements requested by the Licensor from time to time. (iii) The Licensee must complete financial statements according to the method nominated by the Licensor. (iv) In addition to financial statements requested by the Licensor from time to time, the Licensee may be required from time to time to prepare and provide financial statements to the Licensor by July 31 for the previous financial year. (v) The Licensee covenants to take all reasonable steps to prevent its insolvency. (vi) The Licensee is to advise the Licensor’s CFO or other nominee, of any issues relating to its insolvency as soon as those matters become apparent to it. (vii) The Licensee shall refrain from any conduct which could reasonably damage the reputation of the Licensor, the Licensor’s brand or that of any of the Operational Members. (viii) The Licensee must comply with all Board Directives. (ix) Obligations in relation to third party contracts: (A) The Licensee will notify the Licensor of all Material Third Party Contracts upon request by the Licensor, within fourteen calendar days of such a request having been made. (B) The Licensee is not to enter into any agreement related to matters nominated by the Licensor without first receiving consent from the Board. The Licensor will keep a list of such nominated matters, may change the list from time to time and will notify the Licensee in writing of any such changes. (x) The Licensee will follow all decisions relating to the resolution of disputes between Operational Members, where the resolution is compliant with the Constitution and relates to operational matters, which include but are not limited to matters which: (A) relate to consulting; (B) relate to sponsorship; or (C) impact the ability of another Operational Member to engage in its activities.