The Nanotechnology Industries Assocaition (NIA) has been established to promote industrial nanotechnologies. NIA invites interested parties to become members of the terms of this agreement.
1. Definitions
1.1. Where used herein the following expressions shall have the meaning attached hereto (unless the context requires otherwise):
| Articles | means the Articles of Association of Nanotechnology Industries Association (NIA) in force at the date hereof, or as they may subsequently be altered from time to time |
| Affiliate Member | shall have the meaning set out in the Articles; |
| Associate Member | shall have the meaning set out in the Articles; |
| Board | means the Board of Directors of NIA; |
| Corporate Member | shall have the meaning set out in the Articles; |
| Directors | means the directors at any time from time to time of NIA; |
| Members | Affiliate Members, Associate Members and Corporate Members; |
| Memorandum | means the Memorandum of Association of NIA in force at the date hereof, or as it may subsequently be altered from time to time; |
| Membership Fee | means the annual membership payment (if any) by a Member to NIA in such sum and at such time as shall be determined from time to time by the Board; |
| Terms of Reference | means the aims and objectives of NIA as set out in Schedule One; |
| Year | means the Company’s financial year from 1st April. |
2. Effect
2.1. This Members Agreement in relation to an institution or body shall take effect from the date the institution or body is accepted as a Member of NIA and shall remain in force until terminated in accordance with the provisions set out below.
3. Membership
3.1. No person (including any proposed Member) shall become a Member of the Association unless that person has completed an application for membership in a form approved by the Board, consented in writing to become a Member, paid the applicable annual subscription fee (if any) and the Board has approved the application for membership.
3.2. Corporate Membership is for companies or concerns which in either case are actively engaged in or seeking to engage in the research, development, manufacturing, marketing or sale of products or processes wholly or partly produced using nanotechnological means for their production including all forms of information technology. This category can include subsidiaries or divisions of large companies.
3.3. Associate Membership is for companies or concerns not falling within sub clause 3.2 above but is engaged in providing services in the nanotechnology sector otherwise than in an industrial capacity. This category can include subsidiaries or divisions of large companies.
3.4. Affiliate Membership is for individuals or organisations not falling within sub clauses 3.2 and 3.3.
3.5. Associate Members and Affiliate Members shall be entitled to attend meetings but not to vote and, unless agreed otherwise by the Board, shall not entitle the Member to be represented within the NIA.
3.6. All Members are undertake to comply with all obligations of confidentiality imposed upon the Members by the provisions of clause 8.
3.7. Further particulars on the NIA’s members services and benefits to Corporate Members, Associate Members and Affiliate Members are laid out in the NIA Membership Benefits & Services (see Annex A1 below).
4. Obligations of Members
4.1. Each Member will support the aims of NIA by using its reasonable endeavours:
4.1.1. To ensure that NIA agreements and initiatives are used and implemented fully within its own institution or body.
4.1.2. To promote effectively NIA’s aims within its own company institution or body.
4.1.3. To provide such information as shall be required by the Board to further the objects of the NIA.
4.2. Each Member shall with all due expedition:
4.2.1. Take any necessary decisions to enable the Company to meet its Terms of Reference and achieve its strategic and business plans.
4.2.2. Pay the Membership Fee. If any Membership Fee is not paid in full within 30 days of being demanded, NIA reserves the right to suspend access to Membership services.
5. The Board
5.1. The Company will be managed by the Board which will regulate its affairs as it is deems fit, and conduct itself in accordance with the Articles.
5.2. The Board shall be responsible for:
5.2.1. Oversight of NIA’s activities and shall take all necessary decisions and actions to enable the Managing Director to perform his/her duties.
5.2.2. Consideration of NIA’s initiatives proposed by the Director General.
5.3. The Chair of the Board and the Director General shall represent NIA at national committees.
6. Funding
6.1. NIA shall be funded through a combination of Public Funding and where appropriate Membership Fees and income generation. The Board shall determine the basis on which Membership Fees are to be calculated and shall set the rate of Membership Fees before the start of the relevant Year.
7. Termination of Membership
7.1. If at any time, a Member ceases to be a Member in NIA this Member's Agreement shall terminate with respect to that Member.
7.2. This Member's Agreement shall continue in full force and effect between the other Members, notwithstanding its termination pursuant to this clause with respect to any one Member.
7.3. Termination of this Member's Agreement with respect to any or all of the Members shall be without prejudice to the rights of any Member accrued prior to such termination.
7.4. Each Member agrees to provide a minimum of three months written notice if it decides to cease to be a Member and agrees that in such an event it will not be entitled to any rebate of Subscription in respect of unexpired parts of a Year not entitled to make any claim against the assets of NIA.
7.5. If a Member gives not less than three months’ notice in Writing to the Association of his intention not to renew his subscription, such notice to expire no later than the day preceding the first day of the next membership year and for the avoidance of doubt, he shall cease to be a member on the expiration of the current membership year.
7.6. If a Member gives notice in Writing to the Association of his intention to resign as a member of the Association during the course of a membership year in respect of which he has paid his subscription, the notice to resign shall take effect upon receipt of the same by the Association.
7.7. When the objectives of NIA appear to a majority of Corporate Members to be frustrated through a Member not operating within the provisions of the Member's Agreement, the Chair of the Board may convene a working group the Corporate Members of which shall be agreed by a majority vote of Corporate Members. The group shall determine whether there has been an irredeemable breakdown in the relationship between the said Member and other Members and shall have the power to recommend to the Board immediate termination of the said Member’s membership. The Board’s decision shall be final.
8. Confidentiality
8.1. Subject to the provisos below at all times each Member shall keep secret and confidential all business and trade secrets, methods of doing business and other information and material disclosed by or obtained from any other Member in connection with this Members Agreement, NIA or NIA’s business. Each Member undertakes not to disclose any such material or information to any third party other than its responsible employees who require such disclosure where bona fide necessary for the proper performance of their duties hereunder and who will individually comply with all obligations of confidentiality imposed upon the Members by the provisions of this clause. Each Member undertakes to take all reasonable steps to minimise the risk of disclosure of such confidential information by employees and others.
8.2. The obligations of confidentiality set out above shall not apply to any information or material which the recipient party can prove:
8.2.1. was already known to it prior to its receipt thereof from the disclosing Member;
8.2.2. was subsequently disclosed to it lawfully by a third party who did not obtain the same (whether directly or indirectly) from the disclosing Member; or
8.2.3. was in the public domain at the time of receipt by the recipient or has subsequently entered into the public domain other than by reason of a breach of the provisions of this clause or breach of any obligation of confidence owed by the recipient to the disclosing Member.
9. No Partnership or Agency
9.1. Each Member agrees that it is not the partner or agent of the other Members and undertakes that it will not purpose to, pledge the credit of or otherwise bind the other Members. This Members Agreement is not intended to constitute or evidence the existence of a partnership between the Members.
10. Force Majeure
10.1. No Member shall incur any liability to any of the others in the event that it is delayed in the performance of its obligations hereunder solely by force majeure.
10.2. For the purpose of this Members Agreement force majeure shall mean any cause of delay beyond the reasonable control of the Member liable to perform unless conclusive evidence to the contrary is provided and shall include but not by way of limitation strikes lockouts, riot act of war or piracy destruction of essential equipment by fire explosion storm flood earthquake or delay caused by failure of power supplies or transport facilities.
11. Implied Terms
11.1. This Members Agreement embodies the entire understanding of the Members as to the subject matter hereof and there are no promises, terms, conditions or obligations (whether oral or written, express or implied) other than those written therein.
12. Notices
12.1. Notices shall be served by hand, by email or by tracked letter post addressed to the other Member at its address as set out above and shall be deemed to be served on the third day after posting in the above manner.
13. No Waiver
13.1. Failure by any party to enforce at any time any of the provisions of this Member's Agreement shall not be construed as a waiver of its rights hereunder. Any waiver of a breach of any provision hereof shall not affect any Member’s rights in the event of any additional breach.
14. Warranty
14.1. Each of the Members warrants to each of the others Members of the Company that it has all necessary power and authority to enter into this membership of NIA and that the obligations undertaken by it in this Members Agreement are valid, binding and enforceable upon it in accordance with their respective terms.
15. Further Assurance
15.1. Each of the Members undertakes to do all such acts and things, and execute all such deeds and documents as shall be necessary to give effect to the provisions of this Members Agreement.
15.2. Each Member shall exercise all voting rights and other powers of control available to it in relation to NIA so as to procure (so far as each is respectively able by the exercise of such rights and powers) that at all times during the term of this Agreement the provisions of this Members Agreement are duly and promptly observed and given full force and effect according to its spirit and intention.
15.3. Without prejudice to the generality of sub clause 15.2, if any provision of the Memorandum and Articles of Association of NIA at any time conflict with any provisions of this Members Agreement, the provisions of the Memorandum and Articles shall prevail but the Members shall whenever necessary exercise all voting and other rights and powers available to them to procure the amendment of the Memorandum and/or Articles of Association to the extent necessary to permit NIA and its affairs to be administered as provided in this Members Agreement.
16. Governing Law and Jurisdiction
16.1. The construction, validity and performance of this Members Agreement shall be governed in all respects by Belgian law and the parties hereto agree to submit to the exclusive jurisdiction of the Belgian Courts.
