The Affiliation Agreement DATED as of the day of, 20. BETWEEN: AND Steve s Club National Program, a New Jersey nonprofit corporation (the National Program ), a, (the "Local Club") This Affiliation Agreement (this Agreement ) is effective as of the date first written above. The National Program wants to support local clubs across the United States while providing as much freedom as possible to allow for customization of classes and services to best fit the needs of the at-risk youths in their communities. All of the requirements and representations set forth below in this Agreement must be met by the Local Club to remain affiliated and in goodstanding with the National Program. A. Daily Operations 1. Purpose. The Local Club shall share and support the National Program s mission and purpose. The Local Club s program will bring fitness, nutrition, and personal development to at-risk or underserved youth in positive ways. The Local Club s purpose and activities shall be limited to those described in section 501(c)(3) of the Internal Revenue Code. 2. Access. Local at-risk or underserved youth will have access to your program, through subsidized, reduced, low, or no-cost memberships. It is expected that the Local Club shall serve primarily at-risk or underserved youths who lack the ability to pay, without hardship, for the services provided by the Local Club. Atrisk or underserved youths include those who are economically disadvantaged or belong to one or more of the following categories: out-of-school, including unemployed out-of-school youth; in or aging out of foster care; homeless or runaway; at-risk to leave secondary school without a diploma; or
former juvenile offenders or at risk of delinquency. 3. Trainer Certification. The Local Club s trainers must be CrossFit Level 1 Certified and must receive their CrossFit Kids Certification within one year from date of this Agreement or obtain the National Program s consent for the Local Club to continue operation without such certification. 4. Use of CrossFit Principles. Local clubs are strongly encouraged to use the CrossFit methodology for training and nutrition. The Local Club shall adhere to basic CrossFit training principles in terms of coaching, techniques, programming and safety guidelines. Local Clubs are encouraged to customize their programming, within the spirit of CrossFit, to suit their kids and teens. The Local Club can create their own Workout of the Day ("WOD") or follow WODs from CrossFit.com, CrossFit Kids/Teens, or other Steve's Club members. 5. Code of Conduct. The Local Club agrees to adhere to the National Program s code of ethics when training kids and operating their business. A breach of the code of ethics will be reviewed by the National Program to determine appropriate disciplinary action. 6. Prohibited Activities. The Local Club shall not (i) participate in any illegal activity, (ii) participate in a political campaign by promoting or opposing the candidacy of an individual for public office, or (iii) attempt to influence legislation by directly contacting or urging the public to contact members of a legislative body for the purpose of proposing, supporting, or opposing legislation. The Local Club shall not participate in any activity that the National Program decides may be inconsistent with maintaining the National Program's non-profit status, the Local Club s non-profit status, or the group exemption. The Local Club should contact the National Program before engaging in any action that may be inconsistent with the National Program s tax-exempt purpose, the Local Club s tax-exempt purpose, or the maintenance of the group tax exemption. 7. Bank Account and Ledger. The Local Club shall create and maintain a separate bank account and ledger dedicated exclusively to its non-profit at-risk youth program. 8. Insurance. The Local Club shall maintain current insurance in accordance with the insurance requirements set by the National 2
Program. The Local Club shall send appropriate verification of insurance to the National Program. 9. Indemnification. The Local Club agrees (i) that the National Program will not have liability to the Local Club for any circumstance arising out of this Agreement and (ii) to indemnify and hold harmless the National Program, its directors, officers, representatives, members and agents for any and all claims (including claims by the Local Club or any of its members, participants in its program, or contributors), losses, damages, liabilities, judgments, or settlements, including reasonable attorney s fees, costs, and other expenses ( Liabilities ) incurred on account of any activities conducted (including acceptance by the Local Club of contributions) by the Local Club pursuant to, or in connection with any breach by the Local Club of, this Agreement (including any Liabilities arising from a loss by the National Program of its status as a 501(c)(3) organization, loss or unavailability of the National Program s group exemption, or any other circumstance). The Local Club will promptly notify the National Program upon receipt of any claim or legal action arising out of activities conducted in connection with this Agreement. The rights and responsibilities established in this paragraph shall survive indefinitely the termination of this agreement. 10. Release by Participants of the Local Club s Programs. The Local Club will obtain a release of liability from participants in the Local Club s at-risk or underserved youth program prior to the participation by such individuals in the Local Club s activities. The form of such release of liability shall be mutually agreed upon between the Local Club and the National Program. B. Relationship with the National Program 1. Affiliation. The Local Club hereby agrees to be affiliated with the National Program. 2. Authorization to Include the Local Club in the Request for Group Tax Exemption. The Local Club hereby authorizes the National Program to include the Local Club in the National Program s application for group tax exemption or, if applicable, a subsequent annual update to the National Program s group exemption letter. In order for the Local Club to be included in the National Program s application for group tax exemption or, if applicable, a subsequent annual update to the National Program s group exemption letter, the Local Club shall, upon the National Program request, provide 3
the National Program with any information that the National Program determines is necessary. 3. Group Returns. The National Program may include the Local Club in an annual group return on IRS Form 990. To be eligible to be included in a group return, the Local Club will be required to (i) authorize the National Program to include the Local Club in a group return, and (ii) provide certain information (e.g., information regarding items of gross income, receipts, disbursements, etc.) to the National Program. The National Program may, in its sole and absolute discretion, determine that it will not include the Local Club in a group return. 4. Website. The Local Club hereby agrees to be listed on the National Program s website and marketing material. The Local Club hereby grants the National Program a right to use, copy, distribute, display, create derivative works of, and otherwise use any pictures and content submitted to the National Program. The Local Club shall take any and all steps necessary to obtain from any applicable third parties the consents necessary to give effect to this paragraph. 5. General Supervision or Control. The Local Club shall be subject to the National Program s general supervision or control as required by IRS Revenue Procedure 80-27. The National Program may direct the Local Club to (i) take any action that is consistent with its tax-exempt purpose or maintenance of tax-exempt status, or (ii) to cease any activity that the National Program determines, in its sole and absolute discretion, is inconsistent with its tax-exempt purpose or the maintenance of tax-exempt status. 6. Periodic Reports. The Local Club shall submit a summary of its financial information and operational activities periodically upon the request of the National Program. Such reports shall be in a form provided by the National Program and submitted by a date specified by the National Program. These reports will assist the National Program in meeting annual filing requirements with the IRS and maintaining general supervision or control over the Local Club in accordance with Revenue Procedure 80-27. 7. Governing Documents. The Local Club shall submit copies of its governing documents (e.g., articles of incorporation, bylaws, charter, trust indenture, articles of association, etc.) to the National Program and timely provide to the National Program copies of any proposed amendments or revisions to the Local Club s governing documents. The Local Club shall not adopt, amend or revise its governing documents without first obtaining the consent of the 4
National Program. The Local Club will remain in good standing under applicable state law and inform the National Program in the event of any change of such status. 8. Annual Fee. The Local Club shall pay an annual fee in accordance with the requirements set by the National Program. The fee is designed to cover reasonable overhead and administrative costs of the National Program. The National Program generally will use such fees to support the overall mission at the national level. No part of such fees shall be used by the National Program in a manner that does not directly further its exempt purpose. 9. Termination. The National Program may, in its sole and absolute discretion and at any time, terminate this Agreement. This includes notifying the IRS that the Local Club is no longer covered under the National Program s group tax exemption. The Local Club hereby agrees and acknowledges that the National Program has as its priority the maintenance of its exempt status and the National Program s group exemption, and that the National Program intends to take such actions, including termination of this Agreement, that it deems necessary or desirable to maintain such exempt status. 10. Services Provided by the National Program. The National Program will use its reasonable best efforts to provide the Local Club with administrative support that is consistent with the National Program s exempt purpose. For example, such administrative support is expected to include: (i) assisting the Local Club with obtaining and maintaining federal tax-exempt status as a subordinate organization (including, subject to the terms of this Agreement, the preparation of certain annual group filings with the IRS); (ii) providing initial support with start-up planning and organization; (iii) providing ongoing support in the areas of operations, marketing, fundraising, and record keeping, and (iv) including the Local Club as part of the National Program s national initiatives (e.g., the Beat the Streets). C. Funding, Accounting, and Tax 1. Obtain Public Funding. The Local Club shall fund itself financially through public support. It is the responsibility of the Local Club to find, and connect with, sources of funding. The National Program does not intend to provide ongoing financial assistance to the Local Club but targeted financial support may be considered. 5
2. Major Donors. The Local Club shall notify the National Program of any donations it receives valued $5,000 or more. 3. Accounting Records. The Local Club shall keep accounting records for the donations it receives and expenses it incurs. Special care must be given to ensuring that such records accurately reflect only the receipts and expenses incurred by the Local Club rather than any other entity working closely with the Local Club, such as a CrossFit Affiliate. 4. Accounting Period. The Local Club s annual accounting period shall end on December 31 of each year. D. Representations of the Local Club 1. Public Support. The Local Club represents that it intends to be a publicly supported organization and it is not, nor does it plan to be, a private foundation as defined in section 509(a) of the Internal Revenue Code. 2. U.S. Organization. The Local Club represents that it is not organized or operated in a foreign country. 3. Pictures and Content. The Local Club represents and warrants that the Local Club owns all right, title and interest in and to, or has valid and enforceable licenses to use, all the pictures and content subject to Paragraph B.3 of this Agreement. 4. Signatory. The Local Club represents that the undersigned is a duly authorized officer of the Local Club that has the power to bind the Local Club to this Agreement. 5. Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but all of which shall constitute the same agreement. Any signature delivered by facsimile or other electronic transmission shall be deemed to be an original signature. 6
IN WITNESS WHEREOF the parties hereto have executed this Agreement as at the date first above written. The Local Club: Signature Print Name Title The National Program: Signature Print Name Title 7