Member's details

Name of organisation

Address for notices and legal correspondence:

a) Street or postal address

b) Email address

Following details to be inserted by APNIC Pty Ltd

Account name (as assigned by APNIC Pty Ltd)

Membership date

Renewal dates

1

Definitions

2

Term

2.1

Commencement & term

This agreement commences upon the membership date and is effective for one year.

2.2

Renewals

The Member may renew its membership by paying the Company the renewal fee by the due date.  By renewing its membership, the Member will be deemed to have agreed to the terms of the Standard APNIC Membership Agreement as it exists at the time of renewal.

If the Member fails to renew its membership within 30 days of the due date, then the Company may, by written notice to the Member, revoke all of the Member’s rights under the APNIC Documents.

2.3

Termination upon insolvency event

If there is an insolvency event then the Company may by written notice immediately revoke all of the Member’s rights under the APNIC Documents and terminate this Membership Agreement.

3

Obligations

3.1

The Company's obligations

The Company must:

establish and maintain mechanisms which support open communications within the Asia Pacific Internet community, for the development of policies and procedures relating to Internet resource management;

promote and support training and educational activities relating to development of Internet services and responsible management of Internet resources;

undertake other activities as required by the Members in support of Internet development within the Asia Pacific region;

consider all requests relating to the operations of the Company that are made by members either directly or through the Executive Council;

ensure that the Executive Council considers all requests relating to the operations of the Company that are referred to it either by the members directly or through the Company;

provide rights and services (including delegated resources) to the Member in accordance with the APNIC Membership Schedule and other APNIC Documents;

not disclose to any person (except to the General Secretariat, Internet Administration Authorities, staff and contractors performing necessary work for APNIC who sign a non-disclosure agreement, or as legally required to do so) any confidential information which the Member provides to the Company;

maintain the APNIC Documents in accordance with the Document Review Policy, and make all reasonable efforts to keep current versions of those documents publicly available on the Company’s website.

3.2

Member’s obligations

The member must:

promptly pay all fees and charges due to the Company in accordance with the APNIC Membership Schedule;

not provide any information to the Company or the Special Committee which is false or misleading;

inform the Company as soon as possible of any changes in material information which the Member has previously supplied to the Company or the Special Committee;

comply with this agreement and all APNIC Documents.

3.3

Liability and indemnity

The Member and the Company acknowledge that the following clauses 3.3(a)and  3.3(b) are essential in order to protect the membership as a whole and the Company's ability to pursue the aims expressed in Recital B.

To the extent permitted by law, the Company excludes all liability  to the Member arising out of or in connection with this agreement, the APNIC Documents or delegated resources. This exclusion applies, without limitation, to all liability in contract or tort for actions or omissions of the Company or the Special Committee and their employees, agents, and contractors.

The Member indemnifies the Company against the full amount of all expenses, losses, damages, and costs that the Company may incur as a result, whether directly or indirectly, of any breach of this agreement or any APNIC Document by the Member, its employees, contractors, or agents.

4

Notices, responses, and appeals

4.1

Notice

If the Company reasonably believes that the Member has breached this agreement or any of the APNIC Documents then the Company must send a written notice ("Notice") to the Member.

The Notice must:

describe the nature of the breach that the Company believes has occurred, and the course of action necessary to remedy the breach;

specify a reasonable period for the Member to provide a response to the breach notice within the terms of clause 4.2, or to take the action necessary to remedy the breach;

and advise the Member of the Company's intended action if the breach is not remedied.

4.2

Response to Notice

The Member must, by the time specified in clause 4.1(b)(2) send the Company a response to the Notice detailing that either:

the Member has not committed the breach; or

the Member has remedied the breach in accordance with clause 4.1(b)(1); or

exceptional circumstances exist which justify the Company retracting or revising the Notice.

4.3

Subsequent actions

If the period specified in clause 4.1(b)(2)expires and, taking full account of any responses received under clause 4.2, the Company reasonably believes that the breach has not been remedied then the Company may, in its discretion, either send the Member:

a subsequent Notice as described in section 4.1(b); or

a written notice immediately revoking some or all of the Member's rights under the APNIC Documents (including, without limitation, delegated resources); and/or immediately terminating this Membership Agreement.

4.4

Appeal to Executive Council

If the Member believes that the Company has failed to adequately consider all relevant circumstances or has acted unreasonably in sending a revocation notice under clause 4.3(b), then the Member may appeal to the Executive Council, which must consider the appeal within 30 days. If the Executive Council decides that the Member's appeal is justified then the Company will withdraw the revocation notice.

4.5

Acknowledgment by Member

The Member acknowledges that:

if the Member receives a notice under clauses 2.2(b) or 4.3(b) then the Member must immediately cease using the delegated resources specified in the notice; and

if the Member fails to comply with clause 4.5(a), then subject to the court’s discretion, the Company may by an injunction or similar remedy restrain the Member from using the relevant delegated resources.

5

General

5.1

APNIC Documents

The Member agrees that:

the APNIC Documents may be amended from time to time in accordance with the Document Review Policy;

any such amendments are binding upon the Member;

APNIC Documents as they exist from time to time form an integral part of and apply fully to this agreement;

if the membership is either terminated or not renewed, the Member shall continue to be bound by the provisions of this agreement and other APNIC Documents to the extent that the provisions relate to the use of resources or disputes arising from this agreement or any other APNIC documents.

5.2

Governing law

The Member agrees that:

This agreement is governed by the laws of Queensland, Australia.

Subject to the Dispute Resolution Document, the Member and the Company irrevocably submit to the exclusive jurisdiction of the courts of Queensland, Australia.

5.3

To the extent not excluded by law

The rights, duties and remedies granted or imposed under the provisions of this agreement operate to the extent not excluded by law.

Signed for
[insert company name of Member]

by its authorised representative

in the presence of:

Signed for

by its authorised representative

in the presence of: