THE FAJIRI FAMILY RELIEF FOUNDATION (FFRF) CORPORATE MEMBERSHIP AGREEMENT

This Corporate Membership Agreement ("Agreement") is entered into between:
Fajiri Family Relief Foundation (FFRF), a family-oriented non-profit organization engaged in humanitarian, social impact, and community development and outreach programs aimed at fostering love, care, and mutual support among vulnerable individuals and families worldwide, (hereinafter referred to as "FFRF" or the "Foundation")
and

The individual or legal entity registering as a Corporate Member ("Partner"), who represents that they may possess resources, expertise, community ventures, enterprise, or networks capable of supporting such programs or initiatives through mutual collaboration or sponsorship (hereinafter referred to as "Partner").

Each of FFRF and the Partner may be referred to individually as a "Party" and collectively as the "Parties."

By completing the registration process and expressly accepting this Agreement (including via electronic acceptance), the Partner agrees to be legally bound by its terms.

The purpose of this Agreement is to establish a collaborative relationship under which the Parties may cooperate on humanitarian and community development programs and initiatives to transform lives, subject to the specific terms, responsibilities, and limitations set forth herein.

IMPORTANT NOTICE

By Clicking "I Agree" Registering, or using any FFRF platform or humanitarian services, you acknowledge that you have read, understood, and agree to be legally bound by this Agreement. If you do not agree, do not register or use the Platform.

8. BRANDING, PUBLICITY, AND COMMUNICATION

Neither Party shall use the name, logo, trademarks, or other branding elements of the other Party, including those of the FFRF, without the prior written consent of the other Party. Such consent shall specify the scope, manner, and duration of use and may be revoked at any time upon reasonable notice. Each Party agrees to comply with any brand guidelines provided by the other Party.

Any joint press release, public announcement, or media statement relating to the partnership shall require the prior written approval of both Parties. Each Party agrees to respond to approval requests within a reasonable timeframe, not to exceed 5 business days, failing which the requesting Party may issue a neutral statement referencing the collaboration.

Notwithstanding Section 8.1, each Party may reference the existence of this partnership in general promotional materials (including websites, social media, reports, and presentations), provided such references are factual, non-misleading, and do not imply endorsement beyond the scope of this Agreement.

Each Party shall ensure that any public statements, interviews, or media engagements relating to the partnership are accurate, consistent with the terms of this Agreement, and do not misrepresent the nature, scope, or status of the collaboration. Neither Party shall make statements on behalf of the other Party without prior written authorization.

Except as expressly authorized in writing, neither Party shall imply endorsement, sponsorship, or affiliation beyond the scope of this Agreement.

9. CONFIDENTIALITY

9.1 Confidential Information. Each Party (the "Receiving Party") agrees to keep confidential all non-public, sensitive, or proprietary information disclosed by the other Party (the "Disclosing Party") in connection with this Agreement ("Confidential Information"). Confidential Information includes, but is not limited to, plans, financial data, trade secrets, customer and supplier information, technical data, software, and other proprietary materials.

9.2 Non-Disclosure and Use. The Receiving Party shall not disclose, publish, or disseminate any confidential information to any third party without the prior written consent of the Disclosing Party. The Receiving Party shall use the confidential information solely for the purposes of fulfilling its obligations under this Agreement and shall take all reasonable measures to protect the confidentiality of such information.

9.3 Exclusions. Confidential Information does not include information that:
(a) was already known to the Receiving Party without restriction at the time of disclosure;
(b) becomes publicly available through no fault of the Receiving Party;
(c) is lawfully received from a third party without breach of any confidentiality obligation; or
(d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

9.4 Survival. The obligations under this Section 9 shall survive the termination or expiration of this Agreement for a period of 5 years or as long as the information remains confidential, whichever is longer.

9.5 Compelled Disclosure. If the Receiving Party is required by law, regulation, or court order to disclose confidential information, it shall, to the extent legally permissible, provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy.

10. INTELLECTUAL PROPERTY

10.1 Ownership of Jointly Developed Intellectual Property. Any intellectual property, including but not limited to publications, training materials, software, designs, or research outputs, developed jointly by the Parties in connection with this Agreement ("Joint IP") shall be owned in accordance with the Parties' mutual written agreement. In the absence of such written agreement, the Joint IP shall be jointly owned, with usage rights reflecting the Parties' contributions and intended purpose.

10.2 Pre-Existing Intellectual Property. Each Party shall retain sole ownership of all intellectual property, materials, or works created prior to or independently of this Agreement ("Pre-Existing IP"). No transfer of ownership of Pre-Existing IP shall occur unless explicitly agreed in writing.

10.3 License for Mission-Related Use. Each Party grants the other a non-exclusive, royalty-free license to use its Pre-Existing IP and Joint IP solely for purposes aligned with the charitable or social mission of the FFRF, as defined in this Agreement. Any commercial exploitation requires prior written consent from the owning Party.

10.4 Attribution and Recognition. Any use, reproduction, or distribution of Joint IP or Pre-Existing IP shall provide appropriate credit to the original creator(s) in accordance with best practices and agreed guidelines.

10.5 Protection and Enforcement. Each Party agrees to take reasonable steps to protect Joint IP and Pre-Existing IP from unauthorized use or infringement and shall cooperate in any enforcement actions if necessary.

10.6 No Implied Rights. Except as expressly stated in this Agreement, no Party grants any rights, licenses, or interests in its intellectual property, whether by implication, estoppel, or otherwise.

11. TERM AND TERMINATION

11.1 Term

This Agreement shall commence on the Effective Date and shall continue in full force and effect for as long as the Partner continues to make contributions annually when due, and abide by its financial contribution pledges, unless earlier terminated in accordance with Section 11.2 of this Agreement.

11.2 Termination

Either Party may terminate this Agreement as follows:

(a) Termination Without Cause
By providing 30 days' written notice to the other Party.

(b) Termination With Cause
Immediately upon written notice if the other Party:

• Commits a material breach of any provision of this Agreement and fails to cure such breach within 7 days after receiving written notice thereof.
• Engages in fraud, misconduct, or conduct causing reputational risk; or
• Violates any applicable laws or regulations that materially affect the performance of this Agreement.

11.3 Effect of Termination

Upon termination of this Agreement:

• All ongoing projects or humanitarian services shall be concluded or transitioned in a manner reasonably acceptable to both Parties.
• All outstanding financial obligations shall be promptly settled; and
• Any confidentiality obligations, as set forth in Section 9, shall survive termination and remain in full force and effect.

12. FORCE MAJEURE

12.1 Excused Performance

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected Party, including, without limitation:

• Natural disasters (e.g., earthquakes, floods, hurricanes).
• War, civil unrest, riots, or acts of terrorism.
• Epidemics, pandemics, or other public health emergencies.
• Government actions, regulations, or restrictions.
• Strikes, labor disputes, or interruptions in transportation or utilities.

12.2 Notice and Mitigation

The Party affected by a Force Majeure event shall:

• Promptly notify the other Party in writing of the occurrence of such event; and
• Use commercially reasonable efforts to mitigate the effects of the Force Majeure event and resume performance as soon as practicable.

12.3 Termination for Extended Force Majeure

If a Force Majeure event prevents performance of a material obligation under this Agreement for a period exceeding 90 days, either Party may terminate this Agreement upon written notice to the other Party without liability, except for obligations accrued prior to the Force Majeure event.

13. DISPUTE RESOLUTION

13.1 Amicable Negotiation

The Parties agree to first attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement (a "Dispute") amicably through good-faith negotiations between their respective authorized representatives.

13.2 Mediation

If the Dispute is not resolved through negotiation within seven (30) days, the Parties shall submit the Dispute to mediation administered by a competent mediation institution mutually agreed upon by the Parties.

13.3 Arbitration

If the Dispute remains unresolved after mediation:

• The Dispute shall be finally resolved by arbitration in accordance with the rules of the arbitration institution selected by the Parties. The arbitration shall be governed by:
  • The laws of Nigeria if the Partner resides in Nigeria; or
  • The laws of British Columbia, Canada if the Partner resides outside Nigeria.
• The arbitration shall be conducted by a single arbitrator mutually agreed upon by the Parties, or, failing agreement, appointed in accordance with the rules of the chosen arbitration institution.
• The place of arbitration shall be determined by mutual agreement or announced in due course.
• The arbitration shall be conducted in English, and the arbitrator's award shall be final, binding, and enforceable in any court of competent jurisdiction.

13.4 Costs

Each Party shall bear its own costs and expenses incurred in connection with negotiation and mediation. The costs of arbitration, including the arbitrator's fees, shall be shared equally, unless the arbitrator determines otherwise.

15. AMENDMENTS

15.1 Written Amendments. This Agreement may be amended or modified only by a written document executed by the authorized representatives of both Parties.

15.2 Exclusion of Informal Modifications. No oral agreements, informal communications, or other forms of correspondence (including emails without proper signatures) shall constitute a valid amendment to this Agreement.

15.3 Authorized Signatories. Only individuals duly authorized to act on behalf of their respective Party may execute an amendment. Any purported amendment executed by an individual lacking such authority shall be null and void.

15.4 Mutual Consent Required. All amendments must be approved and signed by authorized representatives of both Parties. Any purported amendment not executed in accordance with this Section 15 shall have no force or effect.

16. INDEPENDENT CONTRACTORS

16.1. The Parties acknowledge and agree that each Party is and shall remain an independent legal entity, which may include non-profit and/or for-profit organizations. Nothing in this Agreement shall be deemed or construed to create any partnership, joint venture, agency, fiduciary, employment, or other similar relationship between the Parties.

16.2. This Agreement is entered into solely for the purpose of facilitating a defined collaboration, sponsorship, or business relationship and shall not be interpreted as creating any legal entity, formal association, or other relationship beyond the terms expressly set forth herein. Neither Party shall have any authority to bind, obligate, or represent the other Party in any manner whatsoever, including, without limitation, with respect to contractual commitments, financial obligations, donor funding, commercial transactions, or representations to regulatory authorities, except as expressly authorized in writing by the other Party.

16.3. Each Party shall retain full control over its own operations, governance, personnel, and financial affairs, and shall be solely responsible for compliance with all applicable laws, regulations, and obligations relevant to its status, including, without limitation, non-profit or charitable regulatory requirements, corporate governance obligations, tax filings, and any donor, grantor, or investor conditions applicable to such Party.

16.4. Each Party shall be solely responsible for its own employees, contractors, agents, and volunteers (if applicable), including the payment of all compensation, benefits, insurance coverage, and all applicable taxes, source deductions, statutory remittances, and employer obligations. No individual engaged by one Party shall be deemed, for any purpose, to be an employee, contractor, agent, or volunteer of the other Party, nor shall either Party be deemed a common employer or joint employer of any such individual.

16.5. The Parties shall not hold themselves out as partners, joint venturers, or agents of one another, nor make any representations to any third party—including donors, clients, beneficiaries, investors, or governmental or regulatory authorities—that are inconsistent with the independent contractor relationship established under this Agreement. Each Party shall promptly correct any unauthorized or misleading representation of such nature of which it becomes aware.

16.6. Each Party (the "Indemnifying Party") agrees to indemnify, defend, and hold harmless the other Party and its directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) any breach of this Section by the Indemnifying Party; or (b) any misrepresentation by the Indemnifying Party regarding the nature of the relationship between the Parties.

17. ENTIRE AGREEMENT

17.1. This Agreement constitutes the entire agreement between the Parties, namely the non-profit organization and the for-profit entity, with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, understandings, representations, or agreements, whether written or oral.

17.2. Each Party acknowledges and agrees that, in entering into this Agreement, it has not relied on any representation, warranty, or undertaking not expressly set out in this Agreement, including, without limitation, any statements regarding the charitable, fundraising campaign purposes, or funding expectations, tax treatment, or anticipated benefits of the collaboration.

18. CONTACT INFORMATION

If you have questions or concerns about this Corporate Membership Agreement, the rights and obligations and how they apply to you, you can reach us at: