THIS MEMBERSHIP AGREEMENT (the “Agreement”), with an effective date of November, 1st 2023 (the “Effective Date”) is entered into by and between Freedom For the Trades, LLC, with its principal place of business located at 3230 E Broadway Road, Suite B115 Phoenix, AZ 85040 (the “Company”) and the member(the “Member”).

WHEREAS, Company provides proprietary business development services including, but not limited to, sales, marketing, advertising and operations training services in addition to buying group and fleet management services (the “Program”) to Members of Home Service Freedom, LLC, which operates membership based affinity groups serving its Members in the residential home service and commercial services industry; and

WHEREAS, Company Member or Members (the “Member” or altogether the “Members”) is a business and their affiliates and subsidiaries who operate businesses that provide residential and commercial repair and replacement services in the United States of America and Canada and are eligible to participate in and use the Program; and

WHEREAS, both Company and Member enter into this Agreement in order to allow Member to participate in the Program

NOW, THEREFORE, in consideration of the mutual commitments and the covenants in this Agreement, and for other mutual good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1. Affinity Group
2. Subject Matter. This Agreement and its Program are specific to services in the Home Services Industry. Company, both directly and indirectly, including using affiliates, subsidiaries, operating entities and assumed names, offers similar programs to a variety of affinity groups in the residential home service and commercial services industry.
3. Member
4. Single Entity; Identification. This Agreement has been entered into by Company with Member in reliance upon Member’s current corporate legal structure, ownership, and control, as set forth in Appendix A (the “Member Identification”).
5. Ownership and Control. Member must notify Company in writing no longer than 10 calendar days following any changes, directly or indirectly, intentionally or otherwise, to Member’s corporate legal structure, ownership structure, or the control of Member and Company. Furthermore, Company has the right to terminate this Agreement, in its sole discretion, following Members’ ownership change.
6. No Transfer. Member may not transfer or assign this Agreement or any right or obligation of Member under this Agreement without the prior written consent of Company, except as otherwise permitted by Section 2.b., above.
7. Multiple Branches; Authorized Locations. In order for Company to establish and maintain an effective affinity group, Member agrees that it shall conduct all of its operations under this Agreement only in and from the location(s) designated in Appendix B (the “Authorized Locations”). Member must notify Company in writing no longer than 10 calendars days of any changes, additions, deletions or consolidations to Member locations outlined in Appendix B. All locations in Appendix B shall be owned and operated by the Member. Member understands and agrees that in certain instances, notwithstanding shared ownership or corporate entities, Company may require separate Membership Agreements for separate locations where such locations operate independently and without the benefit of shared operational economies of scale.
8. Limitation of Affinity Group Size. In order for Company to establish and maintain an effective affinity group, Member agrees that Company reserves the right to limit the number of Members within an affinity group. Company, in its sole discretion and as subject to change, may set membership limits using parameters of its choosing, including population size according to various geographic boundaries or prospective market size according to various geographic boundaries.
9. Buying Group Exclusivity, Reporting and Eligibility. During the Term, Member agrees that its purchases from participating Company Buying Group vendors will be used, by Company and its affiliates including Freedom For the Trades, LLC, to negotiate improved pricing or rebates for all Members. Member agrees to accurately report their purchases from Buying Group vendors on a monthly or quarterly basis as determined by the Company and in the format required by the Company in order to be eligible for Company rebate payments to Member. Member is not required to purchase from Company Buying Group vendors but are encouraged to support Company Buying Group vendors for the collective benefit of all Members. Member may participate with other Buying Groups in the residential home service and commercial services industry; however, Member is required to report their purchases from the Company Buying Group vendors only to the Company Buying Group and no other Buying Group. A “Buying Group” shall mean a buying group, group purchasing organization, or other similar entity, that leverages the purchasing power of a group of participating individuals and/or businesses for the purpose of securing preferred pricing, rebates or other terms from vendors based on the collective buying power of the participating individuals and/or businesses. Member must be in good credit standing as determined solely by the Company to be eligible for rebate payments. Member is not eligible for rebate payments following the termination date of this agreement.
10. Company’s & Member’s Obligations.
11. Company Obligations. Company shall provide Member with access to the Program including discounted pricing or rebates on products and services, as well as best practices business development, sales and operations training and other valuable consideration, for use exclusively by Member. Company and its affiliates and subsidiaries shall maintain contractual relationships with vendors and service providers for purposes of providing such Program benefits to Members. Company reserves the right to enter into agreements with Vendors at its sole discretion to facilitate Program benefits to Members.
12. Member Obligations; Code of Conduct. To facilitate the relationship, Member shall comply with the obligations and purpose of this Agreement, including timely and accurate reporting obligations, in order for Company to negotiate discounted pricing or rebates on products, services, training and other Program offerings. Member agrees further that it shall conduct itself in a manner consistent with the Code of Conduct outlined in Appendix D (the “Code of Conduct”), as Company in its sole discretion may amend from time to time.
13. Term and Termination
14. The term of this Agreement is one (1) year from the Effective Date, unless terminated sooner according to the terms of this Agreement (the “Term”).
15. Automatic Renewal. Upon the conclusion of any term, this Agreement shall automatically renew for a successive one (1) year term, unless or until terminated sooner according to the terms of this Agreement.
16. Member’s Right to Terminate. Member may prevent the automatic renewal of this Agreement by delivering to Company a written notice of intent not to renew at least 90 days before the end of any renewal term. Member may terminate this Agreement for any reason by delivering to Company a written notice of intent to terminate at least 90 days before the effective date of termination.
17. Company’s Right to Terminate. Company reserves the right to terminate this Agreement upon thirty (30) days written notice to Member if, in Company’s sole discretion, Member fails to perform its duties under this Agreement, including any breach of the terms of this Agreement or any violation of the Code of Conduct by Member. Company reserves the right to terminate this Agreement immediately upon written notice to Member for the following occurrences: (i) past due account; (ii) competing with Home Service Freedom, LLC or its affiliates; (iii) Member’s bankruptcy; (iv) fraud; (v) unresponsiveness to repeated Company communications; (vi) criminal conviction of Member owner.
18. Membership Fees
19. Membership Fee. Member agrees to pay to Company a fee of $30,000 dollars ($30,000) USD (the “Membership Fee”). The monthly Membership Fee is payable in quarterly installments no later than 5th day of each month in each respective quarter.
20. Method of Payment. Member may pay the Initial Fee and Monthly fee by credit card, utilizing automatic withdrawals according to the payment information contained in Appendix E (the “Method of Payment”).
21. Late Payment. In the case of any Initial Fee payment or Membership Fee payment that remains unpaid more than 48 hours after it was otherwise due, Member agrees to pay Company an additional five percent (5%) of the amount due and owing, as a late payment charge.

1. Content and Timing. On or before Monday at 12:00 p.m. Central Time of each week, or on or before the 5th day following each calendar month, or on or before the 5th day following each calendar quarter, depending on the applicable reporting interval, Member agrees to submit to Company, in the form and format set forth in this Agreement, a report of Member KPIs as determined by the Company for use by the Company to facilitate the Program, as set forth in Appendix F (the “Member Reporting Requirements”). Private and public group KPI dashboards will be produced and distributed exclusively to a Member and/or, upon the Members’ written permission, publicly to all Members. Member reporting of KPIs is required to properly monitor and evaluate Member’s use of Company services and Company Buying Group vendors. Examples of KPIs are shown in Appendix C (the “Key Performance Indicators”).
2. Member acknowledges that the Company membership list is confidential and intended to be used exclusively by Company to facilitate the Program. If Member receives the Company membership list, Member further commits to protect the Company membership list by not redistributing the membership list to any third party. Member agrees to use the Company membership list only to facilitate best practices networking relationships with other willing Members. Member agrees not to use the Company membership list to solicit any products or services to Company Members or to solicit any partnership, merger, sale or acquisition proposals. Member must advise Company in writing that Member approves of Company including Member KPIs in public group KPI dashboards. Member agrees to keep public group KPI dashboards it receives from Company and or from any other source confidential and further agrees to use the data in public group KPI dashboards to manage their business only and for no other purpose. Company is not responsible for Members’ misuse of public group KPI dashboards.