Membership Application and Agreement
Agreement for Membership
The individual completing this application warrants that he/she is duly authorized by his/her employer (“Applicant-Member”) to complete this Application and Agreement, to bind the Organization to the terms, conditions, warranties, and acknowledgements therein, and to bind Organization to a one-year membership with Employers Resource Association. By submitting payment for membership dues, the Applicant-Member agrees to the terms and conditions of this Agreement.
Applicant-Member acknowledges and agrees that, upon acceptance by Employers Resource Association of this membership application and receipt of the indicated membership fee, Organization shall become a member of Employers Resource Association and shall be bound to the terms of this Application and Agreement.
Membership is not available to any organization which engages in providing human resources consultative services to third parties, including but not limited to its own clients, customers, or members. By completing this application, Applicant-Member warrants and agrees that it does not engage in providing such services to third parties. If you have any questions about whether your organization might engage in such competitive endeavors, please contact Employers Resource Association’s General Counsel at 888-237-9554.
Limitation on Services
Applicant-Member understands that ERA is not providing any legal advice, that ERA is not a law firm, and that no communications with ERA or any of its employees, agents, or contractors are privileged under the attorney-client privilege. Legal advice should be obtained from Member’s own attorneys Applicant-Member also acknowledges and affirms that ERA does not provide tax, business, or benefits advice.
Moreover, ERA cannot make employment decisions for the Applicant-Member. While ERA may offer advice about handling employee issues, ERA does not have the authority to make hiring, firing, discipline, promotion or compensation decisions regarding Applicant-Member’s employees. ERA shall not be a co-employer or joint employer of Applicant-Member’s employees under any circumstances, and ERA will not direct the day-to-day duties and responsibilities of any of Applicant-Member’s employees. Likewise, Applicant-Member shall not be a co-employer or joint employer of ERA employees under any circumstances and will not direct the day-to-day duties and responsibilities of any ERA employee.
ERA does not make employment decisions for the Applicant-Member. As a result, Applicant-Member agrees to hold ERA harmless and indemnify ERA and its affiliates, officers, agents and employees, for all injuries, losses or claims arising out of or any way involving any services provided by ERA to the Organization, including attorneys’ fees and costs. This indemnification provision shall survive the termination or expiration of this Application and Agreement.
Applicant-Member hereby acknowledges that all publications, information, forms, and other materials Applicant-Member receives or has access to as a member of are confidential and trade secret information that is solely and exclusively owned by ERA. Applicant-Member agrees to hold such information in the strictest confidence and will not disclose this information to any third-party person, firm or corporation, either orally or in writing. CONFIDENTIAL AND TRADE SECRET INFORMATION MAY NOT BE USED FOR APPLICANT-MEMBER’S CONSULTING SERVICES unless Applicant-Member’s client receives this information from ERA through the client’s own membership with ERA. In no way should this information be used in such a way that may destroy the confidentiality or secrecy of this information.
Applicant-Member is permitted to provide specific ERA information to certain third parties that Applicant-Member may hire for services relating to the operation of its business. These third parties may use ERA’s confidential and trade secret information in performing services for Applicant-Member’s internal organization only. Applicant-Member is required to notify the third party that ERA confidential and trade secret information shall be used only for services provided by the third party to Applicant-Member, and the third party shall not disclose such information to any other person. Applicant-Member understands that it is not permitted to copy or transmit this information in any way. Applicant-Member acknowledges responsibility for obtaining from the third party any ERA publications it provided the third party in performance of their services.
Please note: Violations of this agreement may result in the revocation of membership privileges and legal action.
These confidentiality obligations shall survive any termination of this agreement or other relationship with both parties.
Applicant-Member agrees that any dispute arising out of, or relating to, its membership, relationship, or services rendered by ERA shall be resolved by confidential, binding arbitration between the parties. This includes, but is not limited to, any claims regarding or related to the information or services provided to Applicant-Member by ERA, fees, charges or costs for services rendered by ERA, and whether such services or information were improperly, negligently, or incompetently rendered, or otherwise rendered in breach of a contractual or ethical duty.
Applicant-Member and ERA agree to submit to resolution by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Such arbitration shall be binding and final. Any arbitration proceeding shall take place in Cincinnati Ohio, or such other location as Member and ERA shall mutually agree. Member and ERA will attempt to select a mutually acceptable arbitrator. If this cannot be accomplished, Member and ERA will request a panel of seven (7) arbitrators from AAA and use an alternative strike method until only one arbitrator remains, who will hear and decide the dispute.
Applicant-Member understands and acknowledges that, by agreeing to binding arbitration, it waives and thereby eliminates the right to submit the dispute for determination by a court and thereby also waives the right to a jury trial. Applicant-Member further acknowledges that it has been informed that the grounds for appeal of an arbitration award are limited compared to a court judgment or jury verdict.
Applicant-Member and ERA acknowledge and agree that each party will bear fifty percent (50%) of the cost of the arbitration proceeding. Applicant-Member and ERA shall be responsible for paying their own attorneys’ fees and other costs, if any.
This Agreement shall be governed by Ohio Law.
Neither party shall assign this Agreement without the prior written consent of the other party.
ERA’s failure to enforce or to require strict compliance or performance by Applicant-Member of any of the provisions of this Agreement shall not constitute a future waiver of such provisions and shall not affect or impair in any way the rights of ERA at any time to enforce these provisions.
This Agreement supersedes all prior Agreements between ERA and Applicant-Member concerning Member Services. ERA and Applicant-Member agree that if in the unlikely event that an arbitrator were to strike down any provision of this Agreement, that the remaining portions of this Agreement shall remain in full force and effect. Moreover, ERA and Applicant-Member agree that the arbitrator should rewrite the stricken provision to the maximum extent permitted by law in order to make it enforceable.
ERA and Applicant-Member agree that no modification or waiver of this Agreement shall be effective unless it is in writing and signed by ERA and Applicant-Member.
ERA and Applicant-Member enter into this Agreement knowingly and voluntarily.
Applicant-Member further acknowledges that it has read this Agreement carefully and has had the opportunity to consult with counsel, if desired.
Membership is subject to approval of the Board of Directors.
By submitting payment for membership dues, the Applicant-Member agrees to the terms and conditions of this Agreement.