------------------------------------------------------------------------
APNIC Document identity

 Title:    Standard APNIC Membership Agreement
 
 Short title:                     membership-agreement
 Document ref:                    membership-agreement
 Version:                         002
 Date of original publication:    1 December 2001  
 Date of this version:            7 February 2012
 Review scheduled:                n/a                
 Obsoletes:                       APNIC-050-v001
 Status:                          Adopted
 Comments:                        
------------------------------------------------------------------------


Standard APNIC Membership Agreement


General details     
---------------

Member's details

    Name of organization: _____________________

    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:   ________________________
                     ________________________
                     ________________________
                     ________________________




Recitals
--------

A.  APNIC Pty Ltd ("the Company") is a non-profit proprietary limited 
    company incorporated under Australian law.  

B.  The Company is committed to acting in accordance with the interests 
    and wishes of its membership in pursuing the following objectives:

    * To support APNIC members in fulfilling their responsibilities as 
      managers of Internet resources;

    * To promote the representation of the APNIC membership and the 
      Internet community of the Asia Pacific region by ensuring open and
      transparent communications and consensus- driven decision-making 
      processes;

    * To promote responsible management of Internet resources throughout
      the Asia Pacific region, as well as the responsible development 
      and operation of Internet infrastructures;

    * To promote and advance technical policy development in relation to
      APNIC services, and to Internet resource management in general;

    * To provide high-quality Internet resource management services to 
      APNIC members, namely resource allocation services, registration 
      and database services, and membership administration and support 
      services;

    * To assist Internet development activities in the Asia Pacific 
      region, relating to the above objectives.

C.  Under the Company's Articles of Association (Article 9.3), the 
    Company has the power to establish, regulate, and delegate certain
    powers to a Special Committee.  The Company has established a 
    Special Committee called APNIC, referred to here as "the Special 
    Committee".

D.  The Special Committee is subject to the Company's Articles of 
    Association and governed by By-laws (created under Article 9.4). The
    organizational structure of the Special Committee includes Members, 
    General Meetings, an Executive Council (appointed by the Members), 
    and a General Secretariat (the Company's staff).

E.  In consideration of the Company accepting the Member as a member 
    of the Special Committee, and the Member agreeing to pay all 
    relevant Membership Fees, the Company and the Member agree that the
    following terms will govern their relationship. 


1    Definitions
----------------

The definitions and interpretation provisions of the APNIC Definitions 
Document (available at the Company’s website at <http://www.apnic.net>) 
apply to this agreement.


2    Term
---------

2.1    Commencement & term

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


2.2    Renewals

        (a)   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.

        (b)   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:

        (a)   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;

        (b)   Promote and support training and educational activities
              relating to development of Internet services and 
              responsible management of Internet resources;

        (c)   Undertake other activities as required by the Members in 
              support of Internet development within the Asia Pacific 
              region;

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

        (e)   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;

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

        (g)   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;
 
        (h)   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:

        (a)   Promptly pay all fees and charges due to the Company in
              accordance with the Fee Schedule;

        (b)   Not provide any information to the Company or the Special
              Committee which is false or misleading;

        (c)   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; 

        (d)   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. 

        (a)   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, but does not apply to
              liability arising directly from:

             (1) Personal injury, including sickness and death;

             (2) Loss of, or damage to, tangible property (including 
                 both the property of the Member and third party 
                 property);

             (3) An intentional infringement of intellectual property 
                 rights (other than any passing off, infringement of 
                 patent or trade secret, or legal proceedings or 
                 enforcement proceedings in the United States and/or 
                 Canada in respect to the infringement of intellectual 
                 property rights);

             (4) A breach of confidentiality or privacy,

             to the extent caused or contributed to by any act or omission
             of the Company or the Special Committee and their employees, 
             agents, and contractors.

        (b)   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.

        For clarity, this clause 3.3 survives the termination of this 
        agreement.


4    Notices, responses, and appeals
------------------------------------

4.1    Notice

        (a)   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.

        (b)   The Notice must:

              (1) Describe the nature of the breach that the Company
                  believes has occurred, and the course of action
                  necessary to remedy the breach;

              (2) 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

              (3) 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:

        (a) The Member has not committed the breach; or

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

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

        (b) 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:

        (a) 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

        (b) 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:

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

        (b) Any such amendments are binding upon the Member;
 
        (c) APNIC Documents as they exist from time to time form an
            integral part of and apply fully to this agreement; and

        (d) 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

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

        (b) 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.


5.4    Order of precedence

        To the extent of any inconsistency, the terms and conditions 
        contained within this agreement will prevail over any other 
        Membership Agreement executed between the parties.




Executed as an agreement:
-------------------------


Signed for                            
[insert company name of Member]

    

by its authorized representative:           in the presence of:


______________________________________        ___________________________        
Signature of authorized representative        Signature of Witness


______________________________________      ___________________________            
Full name of authorized representative      Full name of Witness  
(please print)                              (please print)


__________________________________________________    
Official company title of authorized representative 
(please print)




Signed for                     
APNIC Pty Ltd


by its authorized representative:           in the presence of:
            

______________________________________        ___________________________        
Signature of authorized representative        Signature of Witness


______________________________________      ___________________________            
Full name of authorized representative      Full name of Witness  
(please print)                              (please print)


__________________________________________________    
Official company title of authorized representative 
(please print)