NATIONAL ARTIFICIAL INTELLIGENCE AND CYBERSECURITY INFORMATION SHARING AND ANALYSIS ORGANIZATION, a Program of the Tortora Brayda Institute, BUSINESS MEMBERSHIP AGREEMENT
This Membership Agreement (“Agreement”) is effective as of the day indicated in Step 2 of the application form below (“Effective Date”) by and between the organization specified in Step 1 of the application form below, and the National Artificial Intelligence & Cybersecurity Information Sharing and Analysis Organization, a Program of the Tortora Brayda Institute, a California non-profit charitable organization (“NAIC-ISAO”).
- Support of NAIC-ISAO Purposes and Objectives. While a member of NAIC-ISAO, Member: (a) agrees to support the purposes and objectives of the NAIC-ISAO, as stated in the NAIC-ISAO Membership Information and ; (b) agrees to participate in good faith in the NAIC-ISAO pursuant to the terms hereof and subject to the NAIC-ISAO’s Membership Agreement. The Mission of the NAIC-ISAO is centered around Artificial Intelligence, our mission is to support U.S National Security, boost private sector growth, cultivate digital diplomacy, and reduce cyber threats.
- Enrollment Process. To become a member of NAIC-ISAO, an applicant must first satisfy the membership criteria specified in Exhibit A, as such criteria may be amended from time to time by the NAIC-ISAO. Applicants must complete the Application Form attached hereto as Exhibit B (Steps 1 and 2 in the application below) and submit to the NAIC-ISAO the completed Application Form signed by an authorized representative of the applicant. Applicants must respond promptly to any reasonable requests for non-confidential information from the NAIC-ISAO deemed necessary by the NAIC-ISAO in order to process the applicant’s membership request. The NAIC-ISAO shall have the sole discretion to determine whether the applicant satisfies the NAIC-ISAO membership criteria. If the applicant is accepted for membership, the NAIC-ISAO will countersign this Agreement and notify the applicant of its acceptance.
- Dues and Costs. NAIC-ISAO membership dues (“Dues”) are based on the level of Tiered Membership selected by the Applicant. The Membership levels in order are: PLATINUM, GOLD, SILVER, BRONZE, ACADEMIA / NON-PROFIT / SMALL BUSINESS (see Exhibit B for the current approved dues structure). The NAIC-ISAO, in its sole discretion, may increase or decrease Dues at any time; provided, however, any such Dues changes shall not apply retroactively and shall not affect Member during the remaining period of its then-current twelve (12) month membership term. Member shall pay their first year’s Dues to the NAIC-ISAO in full within thirty (30) days after the Effective Date and its Dues for all subsequent years in full on or before the Anniversary date of each year. At anytime during a Membership year the Member may increase their level and pay prorated dues for the new level. If the NAIC-ISAO does not receive Member’s dues within thirty (30) days of the due date, Member shall be suspended and shall not be entitled to enjoy any of the rights or privileges of membership until the NAIC-ISAO has received Member’s dues, paid in full. Since the NAIC-ISAO is a non-profit organization You may be able to deduct your membership fees or dues you pay to the NAIC-ISAO. However, you can deduct only the amount that is more than the value of the benefits you receive. https://www.irs.gov/publications/p526
- Member Representative. Member designates as its representative the individual listed on Exhibit B, who shall have the full authority to represent Member in all matters involving the NAIC-ISAO proceedings, including service on the NAIC-ISAO, Executive Advisory Council, and Task Forces or working groups, if so elected. Member shall notify the NAIC-ISAO in writing of any change of such designation.
- Term. The term of this Agreement shall commence as of the date of signage of the application and shall continue thereafter for a twelve (12) month period, unless terminated earlier as provided herein. The term of this Agreement will automatically renew for successive twelve (12) month periods on the date of signage approval of the membership application, unless either party gives notice of its intent not to renew at least thirty (30) days prior to the expiration of the then-current term.
- Termination by Member for Convenience. The Member, in its sole discretion, may at any time terminate this Agreement for convenience; such termination shall be effective upon receipt by NAIC-ISAO of written notice of such termination. Such termination shall not excuse Member from paying any remainder of its Dues for its current membership term and shall not entitle Member to a refund of any prepaid Dues.
- Termination for Cause. As set forth in this agreement, the NAIC-ISAO may terminate this Agreement for material breach by the Member. Member may terminate this Agreement for material breach by the NAIC-ISAO; such termination shall be effective upon receipt of written notice of breach by NAIC-ISAO, provided that, for material breaches that are capable of cure, the NAIC-ISAO shall be permitted sixty (60) days to cure after receiving written notice describing such breach.
- Other Termination. This Agreement shall terminate upon receipt of written notice (i) as set forth in the agreement, if Member is no longer a member in good standing of the NAIC-ISAO, as determined by the NAIC-ISAO Executive Advisory Council in its sole discretion; (ii) as set forth in the Agreement, if Member no longer satisfies all of the criteria for membership in the NAIC-ISAO, as determined by the NAIC-ISAO Executive Advisory Council in its sole discretion; (iii) if Member or the NAIC-ISAO is dissolved or liquidated; or (iv) if either party files or has filed against it a petition in bankruptcy that it is not contesting in good faith, has a receiver appointed to handle its assets or affairs and it is not contesting such appointment in good faith, or makes or attempts to make an assignment for the benefit of creditors.
- Attribution. Member shall designate at the time of disclosure its Member Information as “Attributable” or “Anonymous.” If not so designated by the Member, Member Information shall be deemed to be designated Anonymous. Member shall use reasonable efforts to remove any source identification information in any Member Information it submits to NAIC-ISAO with the designation of Anonymous, and the NAIC-ISAO shall use reasonable efforts after receiving such Member Information to ensure that no source identification information remains. In any disclosure of Member Information by the NAIC-ISAO, the NAIC-ISAO (a) shall attribute the source of Member Information designated as Attributable, and (b) shall not attribute the source of the Member Information designated as Anonymous.
- NAIC-ISAO Information. Any NAIC-ISAO Information that the NAIC-ISAO does not wish to become public shall be marked or otherwise identified by the NAIC-ISAO as “NAIC-ISAO Confidential Information (CI).” NAIC-ISAO Information that is not so marked or otherwise identified shall be deemed non-confidential and available to the Public.
- Member Information / NAIC-ISAO Information. The NAIC-ISAO desires that members voluntarily submit information to the NAIC-ISAO on electronic incidents, threats, attacks, vulnerabilities, solutions, countermeasures, protective actions, and best security practices (“Member Information”). The Member shall designate any Member Information provided by it in accordance with Section 9 and Sections 10, 11, or 12. Subject to Section 16, the NAIC-ISAO may make such information available to its Members (“NAIC-ISAO Information”). The NAIC-ISAO shall designate NAIC-ISAO Information in accordance with Section 14. In this Agreement, “Information” shall be used generically to refer to all of the defined types of information. “Owner” shall refer to the Member and/or the NAIC-ISAO, as the context requires.
- Member Confidential Information. (MC) Member Information that the Member does not wish to become public shall be marked or otherwise identified by Member as “Member
Confidential Information” at the time of disclosure to the NAIC-ISAO. The NAIC-ISAO shall disclose Member Confidential Information for use by Members only, as outlined in Sections 17, 18, and 19.
- Member Confidential Information—NAIC-ISAO Trending & Analysis Only. (TA) Member Information that the Member does not wish to become public, does not wish to be distributed to the general membership in its raw form, and wishes that the NAIC-ISAO use only for trending or analysis purposes shall be identified by Member as “Member Confidential Information—NAIC-ISAO Trending & Analysis Only”.
- Non-Confidential Member Information. (MI) Member Information that is not marked or otherwise identified as provided in Sections 11 or 12 shall be deemed non-confidential. The NAIC-ISAO strongly encourages the Member to designate as much Member Information as possible as non-confidential.
- Non-Member Confidential Information. (NMCI) From time to time, other information sharing and analysis centers, computer emergency response teams, and government computer incident response centers may voluntarily contribute information to the NAIC-ISAO on electronic incidents, threats, attacks, vulnerabilities, solutions, countermeasures, protective actions, and best security practices, with the intent that this information not become public. Such information shall be marked or otherwise identified as “Non-Member Confidential Information” at the time of disclosure to the NAIC-ISAO. The NAIC-ISAO shall disclose Non-Member Confidential Information for use by Members only, as outlined in Sections 18 and 19.
- Disclosure. Member Information and NAIC-ISAO Information subject to a restrictive marking should only be disclosed in (i) writing, (ii) visual presentations or (iii) in other tangible form including on magnetic or optical media. Oral disclosures of confidential Information are discouraged. In the event that such oral disclosures occur, the party making the disclosure must: (a) designate the applicable category of confidentiality, based on the categories above, at the time of disclosure; and (b) document the disclosure in a properly marked document to the other party within 10 business days after the disclosure. If such oral disclosure is not followed up by such designation and documentation, the disclosure shall be deemed non-confidential. Unless required otherwise by applicable statute, regulation, common law, consent decree, executive order, governmental directive, governmental security classification, court order, or other law, the NAIC-ISAO shall make NAIC-ISAO Information and Member Information (except “Member Confidential Information – NAIC-ISAO Trending & Analysis Only”) available to all NAIC-ISAO members on a non-discriminatory basis; provided that the NAIC-ISAO shall be permitted to selectively withhold or delay disclosing certain NAIC-ISAO Information or Member Information to one or more NAIC-ISAO members if the NAIC-ISAO, in its reasonable discretion, determines that such disclosure may cause substantial harm to persons, property, or the information technology infrastructure. The Member agrees that the NAIC-ISAO and its Executive Advisory Council shall have no liability for the NAIC-ISAO’s exercise of its discretion or failure to exercise the discretion provided in this Section 16.
- Protection. For Confidential Information, for two (2) years after the date of receipt, the Member or the NAIC-ISAO will use: (i) the same care and discretion to avoid disclosure of such
Information as the Member or the NAIC-ISAO uses with its own similar information that it does not wish to disclose, but, in any event, no less than a reasonable degree of care; and (ii) such Information for any lawful purpose in accordance with restrictive markings provided for herein. Notwithstanding the foregoing, the Member shall be permitted to make disclosures of Confidential Information it receives subject to a restrictive marking to its customers, suppliers, and business partners as the Member deems appropriate; provided that, in all such disclosures, the Member shall require the recipient to sign a confidentiality agreement with terms at least as restrictive as contained herein. The Member shall not re-package all or substantially all of the NAIC-ISAO Information into a new commercial service offering.
- Exceptions. The Member may disclose Confidential Information subject to a restrictive marking to: (i) its employees and employees of entities controlling, controlled by, or under common control with the Member and which have a need to know; (ii) any other party with the Owner’s prior written consent. Before disclosure to any of the above parties, the Member must have an appropriate written agreement with such party sufficient to require that party to treat Confidential Information disclosed to them in accordance with this Agreement; and iii) other members of the NAIC-ISAO (except for selected NAIC-ISAO Information that the NAIC-ISAO may expressly require not be disclosed to one or more members pursuant to the second paragraph of Section 16). The Member or the NAIC-ISAO may disclose Confidential Information to the extent required by law, but must give the Owner reasonable prior notice to allow the Owner a reasonable opportunity to obtain a protective order. No obligation under this Agreement will apply to Information that is: i) already rightfully in the Member’s possession at the time it is received or thereafter is rightfully received by the Member without a nondisclosure obligation; ii) developed independently by the Member; iii) publicly available when received, or thereafter becomes publicly available through no fault of the Member; or (iv) disclosed by the Owner to a third party without a non-disclosure obligation.
- No Other Licenses / Restrictions. Except as otherwise specifically provided herein or in the Agreement neither this Agreement, nor any disclosure of Information hereunder, in any way: (i) grants to any other Member or the NAIC-ISAO any right or license under any copyright, patent, mask work or trademark now or hereafter owned or controlled by the disclosing Member or the NAIC-ISAO; (ii) obligates any Member or the NAIC-ISAO to disclose or receive any Information, perform any work, enter into any license, business engagement or other agreement; (iii) limits any Member from developing, manufacturing or marketing products or services that may be competitive with those of any other Member or the NAIC-ISAO; (iv) limits any Member or the NAIC-ISAO from assigning or reassigning its employees in any way; (v) creates any joint relationship or authorizes any Member or the NAIC-ISAO to act or to speak on behalf of any other Member or the NAIC-ISAO; or (vi) limits any Member or the NAIC-ISAO from entering into any business relationship with any entity.
- Disclaimer of Warranties. ALL INFORMATION, SERVICES, GOODS, AND SOFTWARE, IF ANY, PROVIDED BY ANY MEMBER UNDER ITS MEMBERSHIP AGREEMENT TO ANY OTHER MEMBER OR MEMBERS, DIRECTLY OR THROUGH THE NAIC-ISAO, OR TO THE NAIC-ISAO, OR BY THE NAIC-ISAO TO THE MEMBER, IS PROVIDED SOLELY ON AN “AS-IS” BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINTERFERENCE AND NON-INFRINGEMENT.
- Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY’S LIABILITY TO THE OTHER, WHETHER IN CONTRACT, TORT, OR OTHERWISE FOR ANY DIRECT LOSS, DAMAGE, INJURY, COST OR EXPENSE, HOWEVER ARISING, AND OF WHATEVER NATURE EXCEED THE AGGREGATE AMOUNT OF DUES PAID (OR DUE IF NOT PAID) BY MEMBER IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE CLAIM; PROVIDED HOWEVER, FOR A CLAIM OF BREACH OF CONFIDENTIALITY, NEITHER PARTY’S LIABILITY TO THE OTHER, WHETHER IN CONTRACT, TORT, OR OTHERWISE FOR ANY DIRECT LOSS, DAMAGE, INJURY, COST OR EXPENSE, HOWEVER ARISING, AND OF WHATEVER NATURE SHALL EXCEED THE AGGREGATE OF TWO (2) TIMES THE AMOUNT OF DUES PAID (OR DUE IF NOT PAID) BY MEMBER IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE CLAIM.
- Publicity and Promotion. Only the NAIC-ISAO may issue press releases related to the NAIC-ISAO, provided, however, the NAIC-ISAO may issue a press release or other publicity that identifies the Member only upon first receiving the Member’s prior written consent. Notwithstanding anything to the contrary herein, with respect to the NAIC-ISAO, NAIC-ISAO activities, NAIC-ISAO Information, or Member Information, the Member shall not use another NAIC-ISAO member’s name in any publicity or make any representations on behalf of another NAIC-ISAO member without that member’s prior written consent in each instance. The Member may only issue press releases related to the NAIC-ISAO upon receiving the Executive Advisory Council’s prior consent, such consent to be granted in the Board's sole discretion, provided, however, the Member may issue a press release or other publicity to indicate membership in the NAIC-ISAO without the consent of the Executive Advisory Council , after the Council’s acceptance and execution of this Membership Agreement.
- Compliance with Laws. Each party shall use reasonable efforts to comply with laws of all applicable jurisdictions insofar as they relate to performance under this Agreement.
- Assignment. The Member may not assign this Agreement, or its rights and obligations hereunder, without the prior written consent of the NAIC-ISAO, pursuant to the Agreement of the NAIC-ISAO. This Agreement shall be binding upon, and inure to the benefit of, the parties and their permitted successors and permitted assigns.
- Personnel. Each party is responsible for the supervision, direction, and control of its respective personnel.
- No Agency. This Agreement does not create an agency, joint venture, or partnership between the parties. Neither party is authorized to make any representation or commitment on behalf of the other party without its prior written consent.
- Rights and Remedies. Except to the extent expressly modified by this Agreement, each party reserves the right to pursue all remedies legally available to it by reason of the other party’s breach of its obligations hereunder. All rights and remedies hereunder are cumulative and in addition to and not exclusive of any other rights and remedies provided by law.
- Notice. Any notice required or permitted to be given under this Agreement shall be given in writing and shall be (a) sent by electronic mail and (b) hand delivered, telecopied, sent by certified or registered mail or sent by overnight courier service to the Executive Director of the NAIC-ISAO, ℅ The Tortora Brayda Institute, 739 Bryant Street San Francisco, CA 94107
- Interpretation; Venue; Miscellaneous. This Agreement will be interpreted and construed in accordance with the laws of the State of California, without regard to its principles of conflict of law or choice of laws. The parties waive any right to a jury trial in any proceeding arising under or related to this Agreement. Neither party will bring a legal action related to this Agreement more than two years after the cause of action accrued. This Agreement does not create, and shall not be construed as creating, any rights enforceable by any person not a party to this Agreement. The headings of the Sections contained in this Agreement are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. If any provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to amend this Agreement to preserve its intention. If the parties fail to agree on such an amendment, such invalid provision will be enforced to the maximum extent permitted by law or, if not enforceable, will be severed from the remaining terms, conditions and provisions, which will remain in full force and effect.
- Waiver. No waiver or amendment of any of the provisions of this Agreement shall be binding unless made in writing and signed by the parties. No failure on the part of either party to exercise, or delay in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy by such party preclude any other or further exercise thereof or the exercise of any other right or remedy. A waiver on one occasion shall not constitute a waiver on any further occasion.
- Survival. The provisions of Sections 3 (as to accrued but unpaid Dues), 16, 17, 18, 19, 20, 21, 24, 25, 26, 27, 28, 29, 30, 31, 32 and 33 shall survive the expiration or earlier termination of this Agreement.
- Entire Agreement. The provisions of this Agreement and all Exhibits hereto, including all documents incorporated herein by reference, constitute the entire agreement between the parties and supersede all prior agreements and understandings relating to the subject matter hereof. No modification or any claimed waiver of any of the provisions hereof shall be binding unless in writing and signed by both parties.
- Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All counterparts shall be construed together and shall constitute one instrument.
IN WITNESS WHEREOF, the NAIC-ISAO and the Member have executed this Agreement as of the Effective Date.
Exhibit A: NAIC-ISAO Membership Criteria
CRITERIA FOR NAIC-ISAO MEMBERSHIP
- Subscribes to the mission and goals of the NAIC-ISAO, as stated in Section 1 of the Membership Agreement, and in such other resolutions and procedures as may be from time to time adopted by the Executive Advisory Council
- Is an Organization including:
-- A vendor, manufacturer, or provider of Information Technology (including Internet and e- commerce) products (hardware and software), solutions, or services
-- An entity which provides IT-, Internet-, or e-commerce-based services to the public
-- Such other firms deemed appropriate within the sole discretion of the Executive Advisory Council
- If an organization - Submit the following:
-- A signed Membership Agreement (complete Steps 1 and 2 below)
-- A copy of the current annual report (if one exists)
-- Contact information for corporate officers and directors (if no Articles of Incorporation or Annual Report exists)
- Meets the qualifications for membership as determined by the NAIC-ISAO Executive Advisory Council in its sole discretion .