Below and available as a Word document download, is the BIM Education Co-op Letter of Agreement draft.

Current members have a low-level of detail agreement to support each other as we determine a more specific form of Agreement.

The Agreement presented here will be edited by members to reflect the most co-operative terms that will help us achieve our goal of contributing to a more sustainable world with the effective use of BIM software and the transformative processes they enable.

Currently, the legal structure is established to create a relationship between the Co-op Member and NF Publishing Co., a founding member of the Co-op. We will agree what is actually the best legal arrangement.

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BIM Education Co-op ^TM
Member AgreementTHE AGREEMENT (this "Agreement" ), is made and entered into as of this day, February 14, 2008 (the "Effective Date"), by and between NF Publishing Company, an S-corporation with its principal place of business at 400 Michigan Avenue, Chicago, Illinois and the Co-op Member identified on the signature page of the Agreement (the "Co-op Member").

WHEREAS, NF Publishing Company is an education publishing firm serving international and U.S. clients with international and domestic education products and services;WHEREAS, NF Publishing Company has formed BIM Education Co-op ^TM (the "Co-op"), the purpose of which is to (i) provide an affiliation of firms, the collective resources of which will allow the flexibility to offer educational products and services for projects of any size in U.S. and international markets, and (ii) to provide collective benefits to its members (the "Co-op Members");

WHEREAS, Co-op Members bring a variety of market specific experience and resources to the Co-op;

WHEREAS, NF Publishing Company wishes to offer the Co-op invitees membership in the Co-op and the title of "Co-op Member" , and the invitee wishes to be a Co-op Member as a voting member, a share holder member or both;

WHEREAS, NF Publishing Company and the Co-op Member (the "Parties") intend to work together in the future, as well as with other Co-op Members, to facilitate mutual cooperation in responding to education requests for proposals, submitting bids, making strategic plans and performing projects as agreed by the Parties from time to time with the understanding that (i) the Parties are independent of one another and will continue to operate independently, (ii) the Parties are in no way obligated to work together or utilize each other's services, and (iii) membership in the Co-op is at the discretion of the Co-op Member and the Co-op Member may terminate membership in the Co-op at any time.

Therefore, the Parties agree as follows:

1. Scope and Purpose. The purpose of this Agreement is to establish the basic terms and membership in the Co-op and to offer Co-op membership to the Co-op Member on such terms. The Co-op will create BIM Education programs, systems, and methods that will be copyrighted, trademarked, and patented as shared intellectual property of the Co-op as agreed by Co-op Members.

2. Intention to Cooperate. During the term of this Agreement, the Parties intend to cooperate and consult with one another, and potentially work in conjunction with one another on any basis. This agreement shall not, under any circumstances, obligate either of the Parties to work with, consult, seek approvals from, cross-market, share profits with or otherwise engage the other party, or any other Consortium Member. To the extent that the parties undertake certain future projects together, such undertakings shall be governed by future agreements entered into between the Parties.

3. Commitment to Quality. The Parties agree that, during the term of this Agreement and until terminated as provided herein, the Parties shall endeavor to protect and further the reputation of the Co-op.

4. Managing Board. Co-Members will directly elect a Managing Board of the Co-op until Members vote to change the system. The management and control of the Co-op, but not the business or affairs of any individual or group Co-op Member, shall rest exclusively with the Managing Board. Except as otherwise specifically provided in this Agreement, the other Co-op Members shall not take part in or interfere in any manner with, the Managnng Board, conduct or control of the Co-op or transact any business for the Co-op. Co-op Members, other than the Managing Board, shall not have the right, power or authority, to act for, execute, any document or instrument on behalf of, or otherwise bind the Co-op in any manner.

5. Use of BIM Education Co-op ^TM Name. The parties agree that, as approved by the Managing Board, during the term of this Agreement and unless and until terminated as provided herein, the Co-op member may use the name "BIM Education Co-op ^TM" only for marketing purposes and/or in relation to joint projects, and that the Co-op member may refer to itself in its marketing materials as a "BIM Education Co-op ^TM". Notwithstanding the forgoing or an other provision in this Agreement, BIM Education Co-op ^TM reserves all rights in the names "BIM Education Co-op ^TM", "BIM Education Co-op ^TM Member", "BIM Education Group ^TM", "BIM Education Group ^TM Member", and reserves the right to deny the Co-op Member use of such names at any time.

6. Consultation of Members. At the sole discretion and request of the Managing Board, the Co-op Members may provide consultation and advice on a non-binding basis to the Managing Board on any Co-op matters designated by the Managing Board.

7. Meetings of Members. Meetings of the Co-op Members will be held as required at places and online as may be fixed by the Managing Board and/or a vote of the Co-op Membership. During the term of this Agreement and unless and until terminated as provided below, the Co-op Member shall be entitled to attend any meeting of the Co-op Members. The Managing Board may seek input from the Co-op Member relating to Co-op affairs, including at Co-op Member meetings. Notwithstanding the foregoing, the Co-op member shall be entitled to voting rights or other participation in the management of the Co-op's affairs.

8. Advisory Board. An Advisory Board will be established consisting of Co-op Members. The Advisory Board will set guidelines and make recommendations of operating procedures, the make-up of Co-op Members and other management and operating matters to the Managing Board.

9. No Representations or Authority. The Co-op Member and Co-op Member employees shall not represent that they are employees of the Co-op, and shall have no authority or power whatsoever to enter into any agreement, contract or commitment on behalf of the Co-op or create any liability or obligation whatsoever on behalf of the Co-op, NF Pub. Co., with any person or entity.

10. Confidential Information.

(a) From time to time during the term of this Agreement, NF Pub. Co. and the Co-op Member (the parties) may have access to nonpublic information of the Co-op or the Co-op Member, that is marked and designated, either orally or in writing, as confidential or which, under the circumstances surrounding the disclosure, ought to be treated as confidential. "Confidential Information" includes, but is not limited to, marketing strategy, customer information, business policies or practices, information received from others that NF Pub. Co., the Co-op or Co-op Member is obligated to treat as confidential, and other materials and information of a confidential nature. "Confidential Information" shall not include any materials or information which the Parties show: (i) is at the time of disclosure generally known by or available to the public or which becomes so known or available thereafter through no fault of the Parties; or (ii) is legally known to the Parties at the time of disclosure; or (iii) is furnished by the Co-op to third parties without restriction; or (iv) is furnished to Parties by a third party who legally obtained the information and the right to disclose it; or (v) is developed independently by the Parties where the Parties can document such independent development.

(b) The Parties agree that they will use confidential information solely in furtherance of the purposes of the Co-op and that, for a period of two (2) years from the date of this Agreement, the Parties shall not disclose any portion of the Confidential Information to any person or entity, other than its employees and advisors (each, a "Representative") who have a need to know such Confidential Information in furtherance of the purpose of this Agreement, who have been informed of the confidential nature of the Confidential Information who expressly agree to keep such information confidential. The Parties shall be responsible for any breach of this Agreement by any of its Representative.

(c) All Confidential Information will remain the property of each member of the respective Parties. Parties shall strive to exercise a military level of care in preventing the disclosure of the Confidential Information but no less than a reasonable degree of care and specific levels of care can be determined by the Managing Board, Advisory Board or Consortium Membership vote. Upon termination of this Agreement, the Parties shall return all originals, copies, reproductions and summaries of Confidential Information then in Parties' possession or control to its rightful owner at the Parties request or, at the Parties option, certify destruction of the same.

11. Non-Compete. For a period of two years after the termination of this Agreement, the Co-op Member agrees that it will identify entities it will solicit or market independently of the Co-op. The Co-op Member agrees it will not directly or indirectly solicit or market to any NF Pub. Co. client, any client introduced to the Co-op Member by NF Pub. Co., or any client related to any project in which the Co-op Member participated through the introduction to the Consortium Member by NF Pub. Co. not previously identified. Notwithstanding this provision, upon obtaining the Managing Board's prior written consent, the Co-op Member may solicit and market to such a client for any potential projects which will involve participation by the Co-op Member, the Co-op, other Co-op Members and NF Pub. Co. The territory of this Non-Compete provision encompasses the primary economic market in which the BIM Education Co-op ^TM conducts business. It is the Parties' intent that this provision be reasonably construed so as to effectuate the Parties' intent that this Non-Compete provision be enforceable. The Parties acknowledge that this provision is for the benefit of business practices for both the Parties and other Co-op Members.

12. Marketing. The Co-op Member will have the right to use marketing materials on projects in which the Co-op Member participated on through the Co-op. The Co-op will have the right to use marketing materials on projects in which NF Pub. Co. participated on with the Co-op Member. All primary marketing materials must clearly recognize contributors to the project and their respective roles on the project. NF Pub. Co., the Co-op Member, nor the Co-op have the right to market the others' project(s) unless the project(s) was a joint effort and recognized as such. The Co-op Managing Board and/or the Co-op Members will determine allocation of marketing costs on prospective project(s). Marketing cost are intended to be assumed by Co-op Members who will benefit the most from the project(s) being marketed. Marketing and allocation of costs are intended to be divided in proportion to each party's anticipated scope, fee, and return on the project(s).

13. Terms and Termination. This Agreement shall take effect as of the Effective Date, and shall remain in full force and effect until terminated. Either Party to this Agreement may terminate the Agreement, for any or no reason, upon thirty (30) days written notice delivered to the other party at the address set forth on the first page of this Agreement or at any new address for the Parties notified by like notice.

14. Separate Entities. The Parties are separate and indepenident legal entities, and will continue to operate as such. Nothing contained in this Agreement creates any license, partnership, joint venture, franchise or agency relationship. No Party has the authority to bind the other or to incur any liability on behalf of the other not to direct the employees of the other.

15. Assignment. This Agreement may not be assigned nor its duties neglected by either party to this Agreement without the prior written consent and agreement from and by both parties. Any attempted assignment or delegation by either party to this Agreement without prior written consent and agreement from and by both parties shall be null and void.

16. Severability. In the event that any provision of the Agreement is determined to be invalid or unenforceable, the validity and enforceability of the remaining provisions in the Agreement shall not be affected.

17. Governing Law. This Agreement, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to the principles of conflicts of laws thereof.

18. Mediation. The parties agree to engage in non-binding mediation of any dispute or claim arising from the Agreement prior to commencement of any action arising under this Agreement. Mediation fees shall be divided equally, with each party to bear its own attorneys' fees and costs for mediation.

19. Jurisdiction and Venue. This Agreement may be enforced in any federal court or state court residing in Illinois, and each party consents to the jurisdiction and venue of any such court and waives any argument that venue in such forum is not convenient. If any party commences any action under any tort or contract theory arising directly or indirectly from the relationship created by this Agreement in another jurisdiction or venue, any other party to this Agreement shall have the option of transferring the case to the above-described venue or jurisdiction or, if such transfer cannot be accomplished, to have such case dismissed without prejudice.

20. Indemnification. Each Coop Member (Indemnitor) agrees to hold harmless, indemnify, and defend the other Co-op Members (Indemintees) and NF Pub. Co. for liability, losses, costs, claims, and expenses (including attorney's fees) to the extent caused by that Co-op member (the Indemnitor), it being the intent of this agreement that each Co-op Member be liable exclusively for their own acts, and that no other Co-op Member shall be liable for any other Co-op Member's acts.

21. No Joint Liability. Nothing in this agreement shall be determined to create any joint and several obligations on the part of any Consortium Member or members.
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the Effective Date.
NF Publishing Company

By: ________________________________
Michael J. Bordenaro, Prof. Affiliate AIA
Co-President and Publisher
NF Publishing Company
Co-Founder
BIM Education Co-op^TM

BIM Education Co-op^TM Member

Signature:_______________________________
Name:
Title:
Firm Name:
Date: