Climate Savers Computing – Board









Board Level Membership Agreement  
  • Step 1: Agreement and member details
  • >

  • Step 2: Epa Pledge Driver Sign-up
  • >

  • Step 3: Submission confirm

*Membership Submission is a Three-Step Process, 2nd Page is Opt-In.

NOTICE -- READ BEFORE SIGNING: 
CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT AND FILL IN ALL BLANKS ON THE FIRST TWO PAGES BEFORE SIGNING. SIGNING INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS OF THIS AGREEMENT AND ANY EXHIBITS ATTACHED HERETO. YOU WILL NOT BE ACCEPTED FOR BOARD LEVEL MEMBERSHIP IN THE INITIATIVE UNLESS YOU ACCEPT THE TERMS AND CONDITIONS STATED HEREIN. IF THE INITIATIVE ACCEPTS THIS AGREEMENT, WE WILL PROVIDE YOU WITH A COMPLETE COPY OF THIS FORM AND ANY ATTACHMENTS INDICATING THAT YOU HAVE BEEN ACCEPTED FOR BOARD LEVEL MEMBERSHIP.
Climate Savers Computing Initiative 
Board
Level Membership Agreement (Annual
Dues $70,000.00)
 

By
the signature of its authorized representative
below, Applicant (including its Affiliates
as defined in the Bylaws) agrees to be
bound by the terms hereof as well as the
terms and conditions stated in the Articles
of Incorporation and Bylaws ("Organizational
Documents") of the Climate Savers
Computing Initiative ("the Initiative")
as may apply to the Members set forth in
the Organizational Documents, copies of
which are available for review at /program/legal.html.
Applicant is encouraged to review these
materials prior to the execution of this
Agreement. Except as otherwise defined
herein, all capitalized terms shall have
the meanings given to them in the Bylaws.

No Membership Agreement is binding on the
Initiative unless accompanied by a payment
of the first year dues of SEVENTY THOUSAND
AND NO/100 DOLLARS ($70,000.00) US as
set forth above. By signing below, the
individual executing this Agreement on
behalf of Applicant warrants that he or
she has all requisite signing authority
for and on behalf of the entity seeking
to participate. The parties acknowledge
that the benefits and obligations of the
parties hereto constitute good and valuable
consideration for this Agreement.

The term of Membership shall
be two years.

Member commits to using and encouraging
the use of power-management tools per the
Program Criteria (as defined in the Bylaws)
on its personal computers and to purchasing
energy-efficient computers and servers
per Program Criteria in the future.

In Addition, Member specifically commits
to the following (check applicable statements
below):


 
The applicant, a computer/server
or component manufacturer, commits
to working to develop products that
meet or exceed the Initiative’s
Program Criteria.


 
The applicant, a system buyer enterprise, commits to requiring high-efficiency systems for a majority of its corporate personal computer and volume server computer purchases as set forth in the Program Criteria, and also encouraging and educating employees concerning the use of power-management tools on its personal computers per the Program Criteria.


 
The applicant, an environmental or
consumer organization commits to educating
end-users about the benefits of energy-efficient
computers and power-management tools
for business and home use.  

Board
Level Members that intend to use the Mark
(defined below), must self-certify for each
fiscal year of the Initiative that it has
met or exceeded the Initiative’s Program
Criteria.

The Initiative intends to establish a program
wherein a percentage of Members that use
the Mark will be audited on a periodic basis
to verify such Member’s compliance
with the Program Criteria ("Verification
Program"). The Initiative also intends
to establish a third party testing program
to test compliance of manufacturer’s
products against Program Criteria ("Compliance
Program"). Members hereby agree to,
upon request, provide documentation sufficient
for the Initiative to meet the goals of the
Verification Program. Further, Members that
are manufacturers hereby agree, that upon
request, it will submit its products to such
third party testing program as determined
by the Initiative Board of Directors and
to provide such third party testing program
with requested documentation including, without
limitation, its internal testing information.
Enterprises hereby agree, upon request, to
submit documentation to confirm compliance
with purchasing goals and education activities.
All information disclosed by Members pursuant
to the Verification Program and Compliance
Program will be deemed confidential information
to be used only for purposes of verifying
Members’ self-certification and only
disclosed to such auditor and/or third party
tester as is appointed by the Board of Directors.

Agreement
to Provide License to Initiative
Mark.
The Initiative
intends to adopt a trademark
("Initiative Mark").
Member shall be granted a license
to use the Initiative Mark pursuant
to a license agreement substantially
in the form and substance as
the license agreement attached
here to as Exhibit
A ("License Agreement")
,
conditioned on Member meeting
and self-certifying that it has
met or exceeded the Program Criteria.

Notice Embargo Period. Both the Initiative
and Applicant acknowledge and agree
that any public announcement of Member's
involvement in the Initiative shall
remain confidential until a date
which will be set in the first meeting
of the Initiative Board of Directors’.
Members who execute this Agreement
after June 12, 2007, shall not be
subject to this embargo period.

Use of Name. After June 12, 2007,
Member may publicly disclose that
it is a Member of the Initiative
and the Initiative shall have the
right to include the Member’s
name and logo in any lists of Members
published by the Initiative and to
announce that Member has joined the
Initiative.

Governing Law/Jurisdiction. The
laws of the State of Oregon govern
this Agreement, without reference
to the conflict of law principles
thereof. Any action or litigation
concerning this Agreement must take
place exclusively in the federal
or state courts in Portland, Oregon,
and the parties expressly consent
and agree to the exclusive jurisdiction
of and venue in such courts and waive
all defenses of lack of personal
jurisdiction and forum non conveniens
with respect to such courts. The
Member hereby consents to and agrees
to service of process by mail or
other method acceptable under the
laws of the State of Oregon.

Assignment. This Agreement is binding
upon and inures to the benefit of
each Member's successors and lawful
permitted assigns; however, the Member
may not assign the Agreement, or
any rights or obligations under it,
whether by contract or by operation
of law, except with the express written
consent of the Corporation.

Severability. In the event that
any provision of this Agreement conflicts
with governing law or if any provision
is held to be null, void or otherwise
ineffective or invalid by a court
of competent jurisdiction,

(i) such provision will be deemed
to be restated to reflect as nearly
as possible the original intentions
of the Members in accordance with
applicable law, and (ii) the remaining
terms, provisions, covenants and
restrictions of this Agreement will
remain in full force and effect.

No Joint Venture. Neither this Agreement,
nor any terms and conditions contained
herein, will be construed as creating
a partnership, joint venture, agency
relationship or as granting a franchise.

Entire Agreement/Waiver. This Agreement,
along with its exhibits and the Initiative
Bylaws and Articles of Incorporation,
which are incorporated herein by
this reference, constitutes the entire
agreement between the Members with
respect to the subject matter hereof.
Except as set forth in this Agreement
or the attachments hereto, this Agreement
will not be modified except by a
written agreement dated subsequent
to the date of this Agreement and
signed by each of the parties by
their respective duly authorized
representatives, provided that the
Bylaws may be amended from time to
time pursuant to the procedures set
forth therein and under Oregon law.
No waiver of any breach of any provision
of this agreement will constitute
a waiver of any prior, concurrent
or subsequent breach of the same
or any other provisions hereof, and
no waiver will be effective unless
made in writing and signed by an authorized representative of the
waiving party.

Acceptance. You will receive electronic
confirmation of the Initiative’s
acceptance or rejection of this Agreement.
Please keep a copy of that confirmation
for your records.

All
fields required unless noted

   
CompanyName
Primary
Rep Contact First Name
Primary
Rep Contact Last Name
Primary
Rep Title
Email  
Confirm Email Address  
Company Representative Address
Address 1
Address 2
City
State
Country
Zip code
*Phone  
*Fax  
Company Logo
Url
Company Headquarters Address
Address 1  
Address 2  
City  
State  
Country  
Zip code  
*Phone  
*Fax  
*(Please Include Country Code where
appropriate)
User ID
Password
Re-type Password

Alternate Contact Information 
Alternate Contact Name   Alternate Title  
Alternate Phone   Alternate Email  
Marketing Contact Information        
Marketing Contact Name   Marketing Title  
Marketing Phone   Marketing Email  

Other Information   
Targeted number of desktops deployed annually:

(optional)
  Targeted
number of volume servers deployed
annually:

(optional)
 

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Click
here
to download the Exhibit A form
of the License Agreement.
Once signed, please fax this form to Climate Savers
Computing Initiative Administration at 503-644-6708.
Please note that your License Agreement will not
be processed and approved until applicable membership
dues have been received.


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