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2.2 Term. The initial term of this Agreement shall be five (5) years which commences on

the effective date set forth above until the term is completed or this Agreement is terminated by

either Parties, pursuant to the terms of this Agreement for termination and surrender.

2.3 Renewal. This Agreement shall automatically renew from year to year thereafter for

twelve (12) month periods, unless IIBA gives at least thirty (30) days written notice to the

Chapter of its intention to terminate the Agreement.

2.4 Authorized Activities. IIBA specifically authorizes Chapter to conduct activities within

the Territory to advance the Chapter’s objectives of: (i) advance the role of the Business Analyst

as a recognized profession; (ii) support opportunities for members to network with, and gain

knowledge from, seasoned business analysis practitioners as well as with industry and

government leaders; (iii) provide access for members to a formal “knowledge base” as well as

forums for sharing expertise, expressing professional opinions and building a reputation within

the industry; (iv) Provide pathways to learn about business analysis best practices; (v) obtain and

maintain a sufficient level of financial security, sustainability and autonomy at the chapter level

to sustain the chapter; and (vi) such other activities as may be consistent with the mission and

purposes of IIBA and in which IIBA may from to time to time authorize Chapter to engage.

2.5 Chapter Marks. In accordance therewith, Chapter is authorized to use the name

___________________________ (“Chapter Name”),” and the Chapter logo as shown in

Schedule “A” (collectively “Chapter Marks”). The Chapter has the authority to use such

Chapter Marks in connection with Chapter’s activities authorized under this Agreement, subject

to the terms and conditions of this Agreement and any written guidelines prescribed by IIBA and

provided to the Chapter.

ARTICLE III - MEMBERSHIPS

3.0 Chapter Memberships. As a condition of the grant of the charter, Chapter agrees to

carry out and abide by the following terms and conditions in accepting members for its Chapter:

3.1 Member in Good Standing. A Chapter member must be a member in good standing of

IIBA as such term is defined herein. The Chapter shall not accept as a member any individual

who has not been accepted as an IIBA member. Only members in good standing of IIBA can

vote in Chapter elections and hold office. The terms and conditions of membership in IIBA shall

be determined exclusively by IIBA.

3.2 Terms and Conditions of Membership. Chapter shall determine the terms and

conditions of Chapter membership which shall set be forth in the Chapter Bylaws. The terms and

conditions of Chapter membership shall comply with the terms of this Agreement, IIBA Bylaws,

Chapter Bylaws, local laws, the IIBA Member Code of Ethical Conduct and Professional

Standards (the “Code”), and all policies, procedures, rules and directives enacted by IIBA.

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3.3 Membership Fees. IIBA encourages Chapters to charge Chapter membership fees,

provided such Chapter members are already IIBA members in good standing and have paid IIBA

membership fees. Such Chapter membership fees shall be structured to ensure non-Chapter

members are not advantaged over Chapter members. Chapter will make public their membership

fee structure on the website

IIBA membership fees shall be collected directly from members by IIBA. In the event that a

member resigns or a membership is terminated, the membership fees shall not be refunded by

IIBA or the Chapter. Chapter memberships and Chapter fees are not transferable to other

members. In the event that a member relocates, Chapter dues will be not be transferred to the

member’s new Chapter, but the member will be considered a member in good standing in the

new chapter for the remainder of the membership term.

3.4 Termination of Chapter Membership. Membership in the Chapter shall terminate

upon one of the following events: (i) the member’s written resignation from IIBA or the

Chapter; (ii) member’s failure to pay IIBA or Chapter membership fees for over three (3)

months after such fees are due; or (iii) expulsion from IIBA membership for just cause. A

delinquent member may be reinstated by making full payment of all outstanding membership

fees to IIBA or the Chapter as the case may be. The Chapter Board of Directors can exercise

the right to terminate a Chapter membership based on just cause. The effective date of

termination will be determined by the Chapter Board of Directors and will be formally

communicated to the terminated member. The member may appeal the decision to terminate to

the IIBA Board of Directors. Upon termination of Chapter membership, the member shall

forfeit any and all rights and privileges of membership to said Chapter.

3.5 Membership List. The Chapter shall remove from the official local chapter

membership list the names of those individuals who are in default, for over three (3) months, of

paying either the IIBA, based on information provided by IIBA in a timely manner, or the

Chapter membership dues or whose membership has been terminated. Individuals who have

not paid their IIBA or Chapter membership fees for over three months are “not in good

standing” with IIBA.’

3.6 Membership Terms Revocable. IIBA has the exclusive authority to revoke or vary

the terms under Article III.

3.7 IIBA Member Code of Ethical Conduct and Professional Standards. The Chapter

Bylaws must provide that IIBA has the sole authority and responsibility for enforcement of the

Code with respect to IIBA members.

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ARTICLE IV – OBLIGATIONS OF IIBA

4.0 Obligations of IIBA. IIBA agrees to carry out the following obligations:

4.1 IIBA agrees to engage in activities to further the objectives of IIBA as set out in the

IIBA Letters Patent and Bylaws.

4.2 IIBA has the sole authority and responsibility to enforce the Code.

4.3 IIBA is responsible for collection of IIBA membership fees.

ARTICLE V – OBLIGATIONS OF CHAPTER

5.0 Obligations of Chapter. Chapter agrees to carry out the following obligations under this

Agreement:

5.1 Legal Compliance. Chapter shall be in compliance with and conduct its activities at all

times in accordance with the applicable laws, regulations and other legal standards of the

jurisdiction in which the Chapter is located.

5.2 Bylaws. As a condition of granting this charter, Chapter has provided to IIBA an

attestation in a form acceptable to IIBA that the bylaws of the Chapter (“Chapter Bylaws”) are

not inconsistent with the terms of this Agreement and IIBA Bylaws.

5.2 Incorporation. If the Chapter is or becomes incorporated, the Chapter shall provide to

IIBA a copy of the constating documents of the corporation, such as the articles of

incorporation or letters patent, as the case may be. Chapter agrees that any amendments to

Chapter’s constating documents will be submitted to IIBA.

Chapter shall maintain all records related to its corporate and tax-exempt status and shall

forward to IIBA copies of corporate and tax-exempt status when requested.

5.3 Compliance With IIBA Bylaws. Chapter shall conduct its activities at all times in

accordance with Chapter Bylaws, and shall comply at all times with the terms set out in IIBA

Bylaws and IIBA policies, procedures, rules and directives.

5.4 Membership List. Chapter shall keep a current list of its members which shall include

the member’s name, address and other contact information, IIBA membership renewal date,

and Chapter membership renewal date. IIBA has the authority to audit the Chapter membership

list as IIBA deems necessary to ensure that contact and renewal information for each member is

accurate.

5.5 Reporting. Chapter shall maintain records related to all of its programs, activities,

finances and operations. Chapter shall submit to IIBA an annual written report summarizing its

budget, programs, activities and operations.

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5.5.1 For incorporated chapters, within three months of the close of its accounting period, the

Chapter shall submit to IIBA the annual financial statements of the Chapter. Chapter shall

maintain all records related to its corporate and tax-exempt status and shall forward to IIBA

copies of its constating documents such as Articles of Incorporation, Bylaws and, if applicable,

tax exemption determination letter from the governmental authority of its local jurisdiction.

5.5.2 If the Chapter is unincorporated, within three months of the close of its accounting

period, the Chapter shall submit an annual report of the financial status of the Chapter. The

report of financial status must be prepared by the Treasurer and approved by the Chapter Board

of Directors and contain: (i) all amounts received including dues and non-dues revenue; (ii) all

payments made including the payee and a statement of purpose; (iii) all outstanding debts for

the year; (iv) a copy of the year end statement from all bank accounts for the Chapter

summarizing the year’s activities.

5.6 Audit. Upon the written request of IIBA, with reasonable notice, and at IIBA’s expense,

Chapter shall permit IIBA or IIBA’s designated agent to review the Chapter’s business,

membership, and financial records.

5.7 Members In Good Standing. Chapter shall verify that its members are members of

IIBA in good standing prior to the member’s participation in member-only business Chapter

meetings and in elections at the time of voting.

5.8 Sub-offices. Chapter may create and administer sub-offices within the Territory.

Chapter shall be responsible and accountable for the management of its sub-offices. Each sub-

office is required to enter into a separate License Agreement to use IIBA’s trademarks directly

with IIBA. Each sub-office is required to enter a separate Confidentiality Agreement directly

with IIBA. Under no circumstances may the Chapter sub-license or share Confidential

Information with any sub-office, or Chapter may not create and administer sub-offices

within the Territory.

5.9 Programs and Activities. Chapter shall endeavor to conduct programs and activities

that further the purposes and objectives of IIBA, and shall use its best efforts to ensure that

such programs and activities are of the highest quality with respect to content, materials,

logistical preparation, and otherwise. Chapter shall endeavor to use, to the extent possible,

materials available from IIBA to support of the Chapter’s programs and activities. Chapter

shall send to IIBA on a regular basis a schedule of upcoming meetings, conferences and

seminars, as well as other programs and activities that Chapter intends to sponsor or conduct.

IIBA may, at its sole discretion, send representatives to observe such programs and activities.

5.10 Government Affairs Efforts. Chapter shall endeavor to conduct government affairs

efforts within the Territory consistent with the purposes and objectives of IIBA. In performing

this function, Chapter shall work with IIBA in order to ensure national consistency in these

efforts.

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5.11 Chapter Website. IIBA will provide Chapter with a website that is hosted with an

internet service provider (“ISP”) of IIBA’s choosing.

5.12 Restrictions. Chapter is restricted from conducting the following activities:

(a) Chapter shall not grant or endow any individual any accreditation or certification with

respect to that individual on behalf of IIBA.

(b) Chapter shall not enter into exclusive sponsorship agreements.

ARTICLE VI – REPRESENTATIONS AND WARRANTIES

6.0 Chapter Representations and Warranties. Chapter makes the following

representations and warranties:

6.1 Not-for-Profit Entity. Chapter warrants that it is and will remain a not-for-profit entity

in good standing or the equivalent of a not-for-profit entity under the applicable laws of the

jurisdiction of the Chapter. Chapter warrants that it is not a charitable organization and will not

take any steps to apply for charitable status.

6.2 Compliance with IIBA Bylaws. Chapter warrants that its Bylaws are and will remain

consistent in all respects with the IIBA Bylaws.

6.3 Compliance with Laws. Chapter represents that it is and will remain in full compliance

with all applicable laws, regulations and other legal standards, including but not limited to

securing permits, licenses and other governmental approvals that may be required in the

Territory in connection with its performance under this Agreement. Furthermore, Chapter

warrants that it shall make all required filings, such as annual corporate reports and tax filings

that may affect its corporate or tax status.

6.4 Insurance. Chapter shall carry the appropriate insurance to protect Chapter from

liability.

Appropriate insurance includes but is not limited to comprehensive general liability insurance,

worker’s compensation, health insurance or other insurance required by law to protect Chapter

employees or contract staff.

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ARTICLE VII – LICENSES

7.1 License of Trademarks. Subject to the terms and conditions in this Agreement, IIBA

hereby grants a limited, non-exclusive, non-transferable, and revocable license (without the right

to sublicense) to Chapter to use the trademarks listed in Schedule A herein (“Marks”).

7.2 Attribution. The Chapter shall give public notice on documents, signage,

advertisements, websites, and other materials on which the Marks are affixed that the mark in

use is wholly owned by IIBA and is used under license granted by IIBA.

7.3 Use. Chapter may use the IIBA Logo on its business cards, brochures, advertisements,

websites, and business materials for the purpose of identifying itself as a chapter of the IIBA.

The Marks may be used by Chapter only for official Chapter related purposes. Chapter shall not

permit any third party to use the Marks the IIBA corporate name, or any trademark or name

substantially similar thereto without IIBA's express prior written approval.

7.4 Restrictions. The Marks may not be used for individual personal or professional gain or

other private benefit, or in any manner that, IIBA determines in its sole discretion, discredits or

tarnishes the reputation and goodwill of IIBA. The Marks may not be used in a manner that is

false, misleading or deceptive, that violates the rights of others, violates any law,

mischaracterizes the relationship between IIBA and Chapter, or that is adverse to the best

interests of IIBA. Chapter agrees not to revise or alter any of the Marks in any way, or to adopt

or use any part or any of the Marks either alone or in combination with other words or any other

marks.

7.4.1 Chapter agrees it will not file applications to register any of the Marks, the IIBA

corporate name, or any trademark or name substantially similar thereto.

7.5 Guidelines. Chapter agrees that its website, and print and digital materials shall comply

with the IIBA Trademark Usage Guidelines and the IIBA Corporate Identity Standards Manual

(collectively “Guidelines”). IIBA reserves the right to alter or amend the Guidelines at any time

and without notice to the Chapter.

7.6 Termination. If the Chapter incorrectly uses any of the Marks in contravention of the

Guidelines, IIBA shall advise the Chapter of the incorrect use, and the Chapter has thirty (30)

days to rectify the usage of the trademark in question. If the Chapter is unwilling or unable to

rectify the use of the trademark in question, IIBA may terminate this license and/or this

Agreement by giving written notice of termination and may take such legal action as is

warranted in the circumstances.

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7.6.1 IIBA may terminate this license at any time for any reason, at its sole discretion,

including but not limited to if Chapter is in breach of any of the terms and conditions of this

Agreement.

7.6.2 Upon the termination of this Agreement or termination of this license, the Chapter agrees

to remove the Marks from its business cards, brochures, advertisements, websites, documents,

and business materials, and to cease any and further use of any of the Marks. Chapter's

obligations to protect the Marks shall survive the revocation, surrender or termination of this

Agreement.

7.7 Owner. Chapter acknowledges that it does not attain any interest in any of the Marks or

any other trademarks owned by IIBA. Chapter agrees that IIBA is the sole and exclusive owner

of, and maintains all rights, title, and interest thereto including, without limitation, all intellectual

property rights in the Marks.

7.8 Disclaimer. Use of the Marks under this license does not imply IIBA’s approval or

endorsement of the products, activities, or services offered by the Chapter.

7.8.1 The Marks are provided on an “as is” basis and IIBA makes no representations or

warranties, express or implied, with respect to the Marks. IIBA will not be responsible for any

loss or damages of any kind whatsoever sustained by any party and howsoever caused, with

respect to the use of any of the Marks. This disclaimer shall survive the termination of this

Agreement.

7.9 Audit. IIBA shall have the right, from time to time, to request samples of use of the

materials from which it may determine compliance with these terms and conditions.

7.10 License of Copyrights. The chapter may use IIBA copyrighted material only after

requesting permission from IIBA. Chapter members may not use IIBA copyrighted material

without obtaining IIBA permission.

ARTICLE VIII – CONFIDENTIAL INFORMATION

8.1 Confidential Information. Chapter acknowledges and agrees that any Confidential

Information that it receives from IIBA is secret, privileged and confidential and is only made

available to the Chapter for purpose of performing this Agreement. Chapter agrees that

disclosure of IIBA’s Confidential Information, in its original form or by way of summary or

analysis, to any person could cause IIBA irreparable harm and damage. Accordingly, Chapter

agrees to hold IIBA’s Confidential Information secret and in strict confidence at all times and

will not disclose Confidential Information in its original form, or in summary or analysis form to

any person, except as provided in this Agreement.

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8.2 Restrictions. Chapter agrees not to use IIBA’s Confidential Information for personal

benefit or for the benefit of third parties, including but not limited to: (i) assisting individuals

preparing for examinations conducted by IIBA; (ii) sharing of Confidential Information during

private instruction, workshops, or training programs; (iii) development, modification, or

enhancement of training programs, courses, or workshops based on this Confidential

information; and, (iv) promoting specific training programs, courses, or workshops and using the

knowledge that Chapter has been exposed to through participation with IIBA.

8.3 Completion of Agreement. Upon completion of this Agreement and in the absence of

further agreement between the Parties, or upon IIBA’s request at any time: (i) Chapter shall

cease all use of IIBA’s Confidential Information; (ii) Chapter shall promptly return to IIBA all

tangible Confidential Information of IIBA, including all copies, reproductions, summaries,

memos, correspondence or compilations, so that it no longer has any of such information in it

possession or under its control in any format whatsoever, including without limitation electronic

and paper formats; (iii) Chapter shall cease any and all work in connection with and any further

use of IIBA’s Confidential Information; (iv) Chapter’s duty of confidentiality under this

Agreement and law survives the termination or completion of this Agreement.

8.4 Limitations. The limitations regarding use and disclosure referred to in this

Confidentiality Agreement shall not apply to any part of the Confidential Information that is (i)

already known to Chapter prior to disclosure by IIBA; (ii) in the public domain, or subsequently

disclosed to the public other than by breach of this Agreement; (iii) independently developed by

Chapter without reference to the Confidential Information; (iv) disclosed by Chapter with the

prior written approval of IIBA; (v) lawfully disclosed to Chapter by a third party without breach

of this Agreement; or (vi) required by law to be disclosed.

8.5 Disclaimer. This Agreement shall not be construed as granting or conferring any rights,

title, or interest, by license or otherwise, in and to any Confidential Information disclosed

pursuant to this Agreement and shall not grant to Chapter any rights in IIBA’s Confidential

Information or in its products, business or operations.

ARTICLE IX – RELATIONSHIP OF PARTIES

9.1 Nothing herein shall create any joint venture, employment relationship, partnership, or

agency relationship of any kind between the parties.

9.2 Unless expressly agreed to in writing by the parties, neither party is authorized to incur

any liability, obligation or expense on behalf of the other, to use the other's monetary credit in

conducting any activities under this Agreement, or to represent to any third party that Chapter is

an agent of IIBA.

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ARTICLE X – INDEMNIFICATION

10.1 Chapter shall indemnify IIBA, its subsidiaries, affiliates, related entities, partners, agents,

officers, directors, employees, contractors, members, attorneys, heirs, successors, and assigns,

and each of them, from and against any and all claims, actions, suits, demands, losses, damages,

judgments, settlements, costs and expenses (including reasonable legal fees and expenses), and

liabilities of every kind whatsoever (a "Claim"), which may arise by reason of (i) any act or

omission by Chapter or any of its subsidiaries, affiliates, related entities, partners, officers,

directors, employees, contractors, members, or agents, or (ii) the inaccuracy or breach of any of

the covenants, representations and warranties made by Chapter in this Agreement. This

indemnity shall require Chapter to provide payment to IIBA of costs and expenses as they occur.

Chapter shall promptly notify IIBA upon receipt of any Claim and, at the option of IIBA, shall

grant to IIBA the sole conduct of the defense to any Claim. The provisions of this Article shall

survive any revocation, surrender or other termination of this Agreement.

ARTICLE XI – TERMINATION OR SURRENDER

11.1 Termination of Charter. IIBA may terminate this Agreement if the IIBA Board of

Directors determines that the conduct of Chapter is in breach of any provision of this Agreement.

If IIBA determines that Chapter is in breach of this Agreement, IIBA shall send written notice to

Chapter specifying the breach and give Chapter twenty (20) days to cure the alleged breach. In

the event that IIBA determines, in its sole discretion, that Chapter has not rectified the alleged

breach, IIBA shall give notice to Chapter that this Agreement is terminated. The Chapter agrees

that IIBA may render a decision to terminate and Chapter may appeal such decision pursuant to

IIBA's then current appeal process.

11.2 Surrender of Charter. Chapter may surrender its charter by delivering to IIBA written

notice of its intention to do so no less than thirty (30) days prior to the effective date of such

surrender.

11.3 Non-Compete. During the term of this Agreement and for twelve months (12) after the

termination of this Agreement or surrender of Charter, the Chapter agrees not to compete, in the

Territory of the Chapter, whether directly or indirectly with IIBA in the provision of association

services in connection with the business analysis profession or the certification of business

analysis professionals.

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ARTICLE XII – GENERAL

12.0 Language. All communications between IIBA and the Chapter shall be in the English or

French languages.

12.1 Entire Agreement. This Agreement and the accompanying schedules constitute the

entire agreement between the Parties and supersedes all prior and contemporaneous agreements,

understandings, negotiations and discussions, whether oral or written of the Parties relating to

the subject matter of this Agreement.

12.2 Waiver. No waiver of any provision of this Agreement shall be binding unless it is in

writing and signed by IIBA and the Chapter. No indulgence or forbearance by a Party shall

constitute a waiver of such Party's right to insist on performance in a full and timely manner of

all covenants in this Agreement. Waiver of any provision shall not be deemed to waive the same

provision thereafter, or any other provision of this Agreement at any time.

12.3 Arbitration. Any and all disputes arising under this Agreement shall be subject to

mandatory and binding arbitration to take place in the Province of Ontario, Canada. Neither

Party shall have any right to bring an action relating to this Agreement in a court of law, except

insofar as to either enforce or appeal the results of any such arbitration. In any such arbitration,

and subsequent court action, the prevailing party shall be entitled to collect its fees and costs

associated therewith from the non-prevailing party.

12.4 Governing Law. This Agreement shall be governed by and construed in accordance with

the laws of the Province of Ontario and Canada. Each Party hereby consents to the jurisdiction of

the federal and provincial courts located within the Province of Ontario.

12.5 Assignment. Neither this Agreement nor any of the rights and obligations arising from it

shall be assignable in whole or in part by Chapter, except with the prior written approval of IIBA

which may be withheld.

12.6 Heirs, Successors and Assigns. This Agreement shall be binding upon and inure to the

benefit of each Party, its subsidiaries, affiliates, related entities, partners, agents, officers,

directors, employees, heirs, successors, and assigns, without regard to whether it is expressly

acknowledged in any instrument of succession or assignment.

12.7 Headings. The headings of the various paragraphs hereof are intended solely for the

convenience of reference and are not intended for any purpose whatsoever to explain, modify or

place any construction upon any of the provisions of this Agreement.

12.8 Privacy. The Parties agree to fully cooperate to keep confidential all of the information

required to kept confidential under the applicable privacy legislation of the Territory.

EVP, Community Development

Kevin J. Brennan

18 May 2011

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Schedule A

IIBA Marks Application No. Registration No. Int’l Class

IIBA Registered in U.S. 9,16,35,41,42

CA1315688 (Canada) Registered in U.S. 9,16,35,41,42

International Institute of Business Analysis

Letters Patent Canada Corporations Act (File No.: 435709-4)

CBAP Not applicable

3,510,648 (U.S.)

TMA718,763 (Canada)

BABOK Not applicable

3,487,024 (U.S.)

TMA705,461 (Canada)

Business Analysis Body of Knowledge Not applicable

TMA705460 (Canada)

Chapter Marks

[ Insert Chapter Mark here ]