DRONERESPONDERS STATE CHAPTER AGREEMENT
This State Chapter Agreement ("Agreement") is made and entered into as of [Date], by and between AIRT, Inc (d/b/a DRONERESPONDERS), a Florida based 501(c)3 non-profit corporation ("Organization"), and the Texas Public Safety Coordination Group (TEXGRU) (“State Chapter”), for the purpose of establishing a collaborative entity to promote UAS coordination, education and training in the State of Texas.
1. Creation of the State Non-Profit Entity
DRONERESPONDERS agrees to establish and register the State Chapter as a non-profit entity under Texas state law. The official name of the entity shall be the Texas Public Safety Coordination Group (TEXGRU). The principal officer of the organization shall be Jason L. Day, and its principal office shall be located at 1600 Grand Falls Drive, Cedar Park, Texas 78613.
2. Purpose Statement
The State Chapter shall support the mission of DRONERESPONDERS by providing UAS education, training, and operational coordination for public safety professionals in Texas. The organization will facilitate statewide collaboration, enhance emergency response capabilities, and ensure compliance with all applicable regulations.
3. Maintenance of DRONERESPONDERS Reputation & Branding
The State Chapter acknowledges the importance of maintaining the DRONERESPONDERS brand and reputation. All logos, descriptions, promotional materials, and related branding elements used by TEXGRU shall conform to DRONERESPONDERS standards and require prior approval to ensure consistency and alignment with organizational values. Additionally, all website design and materials shall be consistent with the DRONERESPONDERS website and adhere to the DRONERESPONDERS Style Guide, as outlined in Appendix A.
4. Financial Provisions
4.1 Event Payments
All events, conferences, or summits requiring payment shall be processed exclusively through the DRONERESPONDERS website. The State Chapter shall ensure that participants remit fees directly via the designated online platform to maintain a streamlined registration and payment process.
To facilitate effective event administration, DRONERESPONDERS shall provide the State Chapter with a mechanism to view, manage, and check in attendees for the event. This system will enable real-time registration tracking, attendance verification, and administrative oversight to ensure a smooth experience for organizers and participants. The State Chapter shall be responsible for utilizing these tools in accordance with DRONERESPONDERS standards.
4.2 Revenue Allocation
Revenue generated by the State Chapter shall be subject to a 70/30 split, wherein 70% of all proceeds will be allocated to the State Chapter, and 30% will be retained by DRONERESPONDERS to cover administrative and operational costs.
If the event is co-located at another event hosted by an external organization, all revenue splits shall be calculated after the primary event organization has deducted its share of proceeds. The remaining funds will then be distributed according to the agreed-upon 70/30 structure.
4.3 Bank Account & Fund Distribution
DRONERESPONDERS shall establish a bank account for the State Chapter in the name of the principal party to ensure financial transparency and accessibility. All monies collected from events shall be distributed to this bank account within 30 days of the conclusion of each event for use by the State Chapter, in accordance with the terms of this Agreement.
4.4 Quarterly Financial Statements
The State Chapter agrees to submit detailed quarterly financial statements to DRONERESPONDERS, outlining revenue, expenses, and overall financial activities to ensure transparency and accountability.
5. Confidentiality & Intellectual Property (IP) Ownership
All materials, methodologies, training programs, branding elements, and related intellectual property created or utilized under this Agreement remain the exclusive property of DRONERESPONDERS. The State Chapter agrees not to disclose, reproduce, or distribute proprietary information without prior authorization.
6. Termination for Cause
This Agreement may be terminated for cause under the following circumstances:
Non-Compliance: Failure by the State Chapter to adhere to DRONERESPONDERS branding, operational standards, or financial reporting requirements.
Breach of Agreement: Violation of any terms and conditions outlined in this Agreement, including misuse of intellectual property, financial misconduct, or unauthorized activities.
Failure to Maintain Legal Standing: Inability to retain non-profit entity status, comply with applicable local, state, or federal regulations, or maintain necessary operational approvals.
Conduct Detrimental to DRONERESPONDERS: Any actions that damage the reputation, mission, or interests of DRONERESPONDERS, including unethical behavior, misrepresentation, or activities counter to public safety objectives.
Failure to Submit Financial Reports: Repeated failure to provide quarterly financial statements or maintain transparent financial reporting processes.
Upon determination of cause for termination, DRONERESPONDERS shall provide a written notice specifying the violation and allow the State Chapter 30 days to resolve the issue. If corrective action is not taken within the specified timeframe, the Agreement shall be terminated, and the State Chapter’s right to use DRONERESPONDERS branding, resources, and financial mechanisms will be revoked.
7. Governing Law, Agreement Term & Modifications
This Agreement shall be governed by and interpreted under the laws of the State of Florida, and any disputes arising from its execution shall be resolved within the appropriate jurisdiction therein.
This Agreement shall remain in effect unless terminated by mutual agreement or due to non-compliance with outlined provisions. Any modifications or amendments must be submitted in writing and approved by both parties.
