This Network Membership Agreement (hereinafter referred to as the "Agreement") is made and entered into by and between Tschiffeli & Partners (hereinafter referred to as the "Network, ") with its principal place of business at chemin de la Gradelle ____, 1224 Chêne-Bougeries (Geneva/Switzerland) and ________________________ (hereinafter referred to as the "Member"), established under the laws of _____________, registered under no. ____________ at the ________________________, with its registered address at ________________________.

The Member is validly represented by ___________________, as ___________________.

The Network and the Member are hereinafter collectively referred to as the "Parties" and individually to as the "Party".


Within the framework of its mission and in order to meet its needs in terms of expertise for consulting and management services essential to its activity, the Network wishes to use the services of the Member who will independently perform these services. The Member will act in his own name and for his own account, while preserving the notable Network's reputation.

WHEREAS, the Network wishes to obtain certain professional services from the Member, as defined in Section 16 of this Agreement (hereinafter referred to as the "Services");

WHEREAS, the Member has the knowledge, skill and capability to perform such Services for the Network;

WHEREAS, the Network agrees to accepted to assign such Services to the Member;

WHEREAS, the Member agrees to perform the Services entrusted by the Network, under the terms and conditions set forth in this Agreement; and,

WHEREAS, the Parties have the legal capacity to exercise all required rights in entering into and performing this Agreement.

NOW, THEREFORE, in consideration of the foregoing, the Parties hereby agree to the following:


Unless the context otherwise requires, the following definitions shall apply:

(a) "Agreement" means this Agreement, including the Schedule I.

(b) "Applicable Law" means all laws, treaties, ordinances, decrees, acts, judgments, injunctions, rules and regulations of any national, state, municipal or regional entity, institution, court, agency or authority having jurisdiction over the Parties, the proper performance of obligations or the provision of the Services hereunder. Any reference to Applicable Law shall include all statutory and administrative provisions consolidating, modifying or superseding such Applicable Law, including rules and regulations promulgated pursuant to such Applicable Law.

(c) "Business Day" means regular weekdays only and excludes Saturdays, Sundays, and days agreed upon by the Parties as holidays.

(d) "Client" means a natural or juridical person, having a contractual agreement with the Member for the provision for a service, who has been listed on the Platform.

(e) "Confidential Information" means information and data of any kind that the Parties may from time to time receive or obtain (whether orally or in written or electronic form) in the course of entering into or performing its obligations under this Agreement (including commercial, contractual and financial information.

(f) "Day" means calendar day.

(g) "Effective Date" means the date this Agreement is duly signed by the Parties.

(h) "Membership" means the rights and obligations of the Member arising out of this Agreement.

(i) "Membership Period" means the period from Effective Date until expiry (twelve (12) months).

(j) "Platform" means the management, networking and assistance platform, accessible exclusively to members of the Network, via the Website.

(k) "Third Party" means any person or entity other than the Parties.

(l) "Website" means the website wholly owned, controlled and managed by Tschiffeli & Partners (

(m) "Members" means all natural or juridical persons who have joined the Network.


(a) Headings or sub-headings are for convenience only and shall not affect the interpretation of this Agreement.

(b) The singular includes the plural and vice versa.

(c) Words that are gender neutral or gender specific include each gender.

(d) A reference to:

(i) a person includes a natural person acting in a professional capacity (self-employed contractor or business manager/owner), partnership, joint-venture, government agency, association, foundation, corporation, business entity, company, trust, or any combination of the foregoing;

(ii) a Party includes its owners, officers, directors, employees, agents, operators, vendors, trainees, legal successors in title and permitted assigns;

(iii) this Agreement includes all schedules and attachments to it;

(iv) "Writing" and "Written" also comprise applications in electronic form such as fax or e-mail.

(e) When the day on which an act must be done is not a Business Day, that act must be done on the following Business Day.

(f) If there is any conflict between the body of this Agreement and its schedules or attachments, the terms of the main body of this Agreement will prevail.

(g) The words "such as", "including", "include", "particularly" and similar expressions are not used as, nor are intended to be interpreted as, words of limitation.

(h) The term "or" is not intended to be exclusive.

(i) All amounts stated in this Agreement are all taxes included.

Article 3 - RECITALS

The recitals shall form part of this Agreement

Article 4 - OBJECT

This Agreement constitutes the sole basis of the relationship between the Network and the Member, and applies, without limitation or qualification, to all Services agreed upon by the Parties.


Upon execution of this Agreement, the Member shall pay the Network a one hundred US Dollars (100 USD) setup fee. The Member's participation in the Network is subject to it passing the Network's diligence requirements, in the sole discretion of the Network. If the Member does not pass the diligence requirements, the Network shall refund the setup fee and the Member's Membership in the Network and this Agreement shall automatically terminate.


The Member is required to furnish the Network information or material about its entity, business or services as part of the registration process for the Network and to establish a member account. The Member represents, warrants and agrees that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of its use of the Platform is true, accurate, current and complete, and (b) it will maintain and promptly amend all information and material to keep it true, accurate, current and complete.

Article 7 - COMMISSION

The Member agrees to pay to the Network a ten percent (10%) commission on any invoice issued by the Member to a Client provided by the Platform.


8.1 The Membership dues are set at four thousand three hundred eighty US Dollars (4,380 USD) per year.

8.2 The Membership dues are to be paid in full no later than January 1st for the upcoming year.

8.3 The Network will send an electronic invoice to the Member before the end of December of the previous year.


9.1 This Agreement shall commence on the Effective Date, and shall remain in force for an initial period of twelve months (hereinafter referred to as the "Initial Term").

9.2 After the Initial Term, this Agreement shall be deemed renewed automatically for successive periods of twelve (12) months (hereinafter referred to as the "Automatic Renewal Term"), , unless either Party, by written notice, elects not to renew this Agreement in accordance with the clause 10.2 of this Agreement.

Article 10 - TERMINATION

10.1 If the Member violates any term of this Agreement, the Network may terminate this Agreement without waiving any other rights or remedies.

10.2 The Member may terminate this Agreement with four (4) weeks' notice at any time for convenience by writing to the Network. No refund of Membership fees will be made in these circumstances.

10.3 The Network may terminate this Agreement at any time with four (4) weeks' notice for convenience by writing to the address given on the Application in which case the Network shall make refund the Membership fee for the remaining Membership Period to the Member on a pro-rated basis. Refund of the Membership fee in accordance with this clause 10.3 shall be the Member's only remedy for loss of the Membership benefits for the remainder of the terminated Membership Period.

10.4 The Network may terminate this Agreement with immediate effect and without liability if:

10.4.1 the Member commits a material breach of this Agreement and fails to remedy that breach within four (4) weeks of receiving notice from the Network notifying it of the breach and requiring remedy; or

10.4.2 the Member fails to pay the Membership fee within four (4) weeks from receipt of invoice from the Network.

10.5 If the Network exercises its right to terminate this Agreement pursuant to clause 10.4, the Network shall provide notice to the Member stating the reasons for termination and the effective date of termination.

10.6 Termination of this Agreement for any reason shall automatically terminate the Member's Membership benefits.

10.7 Promptly and in any event within four (4) weeks of termination of Membership for any reason, the Member must remove all references to the Network from his public materials (including, but not limited to, publicity).

10.8 Upon termination of Membership, details of the Membership will be retained by the Network allowing for the Member to easily resume his Membership.


The Parties expressly agree that this Agreement is entered intuitu personae, and therefore undertake not to transfer the rights and obligations incumbent upon the Parties in whole or in part by virtue of this Agreement without prior written consent from the other Party.

Article 12 - PUBLICITY

Each Party authorizes the other Party to quote its name as a business reference.


The Member agrees not to solicit or cause to be employed, directly or indirectly, any employee of the Network, even if the initial solicitation is made by such person. This prohibition is valid for three (3) years following the Effective Date. If the Member fails to comply with this non-solicitation commitment, the Member agrees to compensate the Network immediately with compensation equal to twelve (12) times the last gross monthly salary of the employee.


The Plateform remains the exclusive property of the Network and is protected by copyright. The Network reserves all rights regarding the Platform's content.


Subject to payment of the Membership fees and the Member’s compliance with the terms and conditions of this Agreement, the Network will make, during the full Membership Period, its extensive multidisciplinary experience, its Platform and its best practices available to the Member.


16.1 The Member shall make available to the Network its professional expertise, know-how and wide experience in the area of activity defined in Schedule I.

16.2 The Member agrees to recognize the capabilities and skills of any other member, to collaborate with any other member who may need its assistance, and to encourage information sharing within the Network.

16.3 The Member agrees to provide the highest level of quality, competence and value to Clients.

16.4 The Member has its own legal personality, full capacity, and organic and functional autonomy to perform the Services.

Article 17 - LIABILITY

17.1 The Network shall have no liability to the Member howsoever arising (whether in contract, tort (including, but not limited to, negligence) or otherwise) under or in connection with this Agreement for any:

17.1.1 loss of revenue;

17.1.2 loss of opportunity;

17.1.3 loss of profits;

17.1.4 loss of anticipated savings;

17.1.5 loss of or damage to reputation or goodwill;

17.1.6 loss of data;

17.1.7 loss of contract;

17.1.8 losses or liabilities under or in relation to any other contract;

17.1.9 in each case, whether direct, indirect, special and/or consequential loss or damage; or

17.1.10 for any other indirect, special and/or consequential loss or damage.

17.2 The aggregate liability of the Network for all claims, continuing claims or liability for any breach of contract (including a deliberate and/or repudiatory breach of contract), tort (including, but not limited to, negligence and/or breach of statutory duty), misrepresentation, howsoever arising under or in connection with this Agreement during each Membership Period shall not exceed the amount of the Membership fee paid to the Network during that Membership Period.

17.3 Nothing in this Agreement shall limit the Network's liability to the Member for:

17.3.1 death or personal injury caused by the negligence of the Network, its employees, agents or subcontractors; or

17.3.2 fraud or fraudulent misrepresentation; or

17.3.3 any other liability the exclusion or limitation of which is not permitted by Swiss law.

17.4 Except as set out in this Agreement, all warranties, conditions, guarantees, representations and other terms which might otherwise be implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.

17.5 This Section 17 shall survive termination of this Agreement.


18.1 From time to time the Network may authorise the Member to use certain of its trade marks (registered or otherwise). The Member shall comply with the terms of Licence to use Intellectual Property as set out on the Website from time to time in respect of the use of such trade marks and other intellectual property of the Network. Compliance by the Member with the terms and conditions of any such licence agreement shall be deemed to be a material condition of this Agreement.

18.2 The expiry or termination of this Agreement shall automatically revoke and terminate any licence granted to the Member in accordance with clause 18.1.

18.3 Subject to clause 18.1, neither this Agreement nor Membership authorizes the Member to use any of the Netrwork's trade marks or intellectual property without prior written consent of the Network.


19.1 The Member shall not at any time disclose to any Third Party any information that it has received from the Network that is of a confidential nature (including without limitation trade secrets and information of commercial value), unless such Confidential Information is public knowledge or already known to the Member at the time of disclosure or subsequently becomes public knowledge other than by breach of this Agreement or subsequently comes lawfully into the possession of the Member from a Third Party.

19.2 Subject to clause 19.3, the Network shall not at any time disclose to any Third Party any information that it has received from the Member that is of a confidential nature, unless it is required to do so by law or such Confidential Information is public knowledge or already known to the Network at the time of disclosure or subsequently becomes public knowledge other than by breach of this Agreement or subsequently comes lawfully into the possession of the Network from a Third Party.

19.3 The Network will be able to refer to the fact of the Member's Membership and such Confidential Information shall not be deemed to be confidential unless notified to the Network in writing by the Member.

19.4 The Member shall at all times during the term of this Agreement and to the extent applicable following its expiry, comply with the Network's Privacy Policy as detailed on the Website.


The Parties acknowledge that this Agreement constitutes the entire agreement between the Parties and that no other representation or agreement, whether oral, written or otherwise, has been made other than the ones expressly stated herein.

The Parties may not terminate or modify this Agreement in the event of a takeover, merger, partial transfer of assets, spin-off or any similar transaction to which the Parties might be subject.

Article 22 – VALIDITY

In the event that any of the provisions of this Agreement should be declared null or inapplicable based on a final ruling by any jurisdiction, said provision shall be deleted without engendering nullification of this entire Agreement, all of the remaining provisions of which shall continue to bear full effect.

However, in a case where nullification or inapplicability of a provision of this Agreement would seriously affect the legal and/or economic viability of same, the Parties agree to discuss in order to replace said provision with a valid provision that is as similar as possible in both legal and economic terms.

If at any time it appears that any of the clauses and/or conditions stipulated in this Agreement is contrary to Applicable Law, the Parties agree not to terminate this Agreement and to make all necessary changes to bring it into harmony with its provisions without any compensation being claimed for this on either side.


Nothing in this Agreement is intended to or shall be construed to constitute or establish an agency, joint venture, partnership, or fiduciary relationship between the Parties, and neither Party shall have the right or authority to act for or on behalf of the other Party.

Article 24 – LANGUAGE

This Agreement is drafted both in English and French, however it remains understood that in case of any conflict between the two languages, the French version shall prevail.

Article 25 – AMENDMENTS

No modification of this Agreement or of any covenant, condition or limitation contained herein shall be valid or effective unless it is in writing and duly executed by the Parties hereto.


25.1 This Agreement shall be governed and interpreted in accordance with the laws of Switzerland.

25.2 Any dispute relating to the conclusion, interpretation and execution of this Agreement will be settled exclusively and definitively by the Court of Geneva, Switzerland.

Article 27 – ATTORNEYS' FEES

In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing Party will be entitled to recover its costs, including reasonable attorneys' fees.


For the performance of this Agreement, the Parties elect domicile at their respective registered offices. Any change of domicile by one of the Parties shall not be enforceable against the other until the expiration of a period of fifteen (15) days from the receipt of the notification thereof made by registered letter with acknowledgement of receipt.


29.1 The Member shall not assign, transfer or otherwise deal in its Membership and/or any rights and obligations otherwise granted under this Agreement.

29.2 Any notice or other communication required to be given to a Party under or in connection with this Agreement shall be in writing and shall be delivered to the other Party personally or sent by pre-paid first-class post, recorded delivery or by commercial courier to, addresses agreed upon by the Parties.

29.3 No Party shall have authority to act as agent for, or to bind, the other Party in any way.

29.4 A person who is not a Party to this Agreement shall not have any rights under or in connection with it.

29.5 Any mission entrusted to the Network is carried out exclusively by its members. The Network does not provide any Services in its own name or in any other manner.

IN WITNESS WHEREOF, the Parties hereto, acting through their respective representatives duly authorized, have caused this Agreement to be signed in their respective names, as of the date mentioned above.

Signed on ____________, in the city of ____________, in (3) three original copies.