Intern Agreement
Intern Agreement
by and between Company Incorporated, a Delaware corporation (the Company), and Intern (Intern). WHEREAS, Intern wishes to further her career goals by gaining experience and expanding her business network; WHEREAS, Company wishes to support Interns goals by providing the opportunity to solve real-world challenges facing its business; WHEREAS, in light of the foregoing, the Company desires to retain Intern to provide services and Intern desires to accept the position. NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows: 1. SERVICES AND COMPENSATION (a) Intern agrees to perform the following services (collectively, the Services): Social media marketing and strategy (b) As consideration for such services, Intern shall not be entitled to receive cash compensation; however, Intern shall be entitled to receive the equity compensation indicated in Exhibit A at an exercise price equal to the fair market value of the Companys Common Stock, which will be documented in the applicable Stock Option Agreement to be entered into by Intern and the Company. The Company will seek written approval or have a meeting of the Board of Directors to authorize the Intern compensation and deliver the definitive option agreements regarding the stock compensation within 90 days from the date of this Agreement. (c) The Company shall reimburse Intern for reasonable travel and related expenses incurred in the course of performing services hereunder, to the extent any significant such expenses are approved in advance in writing by the Company and provided that receipts for such expenses are submitted to the Company. The Company will make payments for such expenses within thirty (30) days after receipt of Interns invoice therefor. 2. CONFIDENTIALITY (a) Definition. Confidential Information means any and all information disclosed by the Company to Intern, directly or indirectly, in writing, orally, electronically, or in any other form, that is designated, at or before the time of disclosure, as confidential or proprietary, or provided under circumstances reasonably indicating that the information is confidential or
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proprietary, including, without limitation, trade secrets, research, customer lists, product plans, business plans, technical data, formulas, designs, drawings, product ideas, personnel, contract and financial information, and the terms of this Agreement. Confidential Information does not include information that (i) is known to Intern at the time of disclosure to Intern by the Company as evidenced by written records of Intern, (ii) has become publicly known and made generally available through no wrongful act of Intern, (iii) has been rightfully received by Intern from a third party who is authorized to make such disclosure, or (iv) is approved for release by written authorization of the Company. (b) Non-Use and Non-Disclosure. Intern will not, during or subsequent to the term of this Agreement, use the Company's Confidential Information for any purpose whatsoever (other than the performance of the Services on behalf of the Company) or disclose the Company's Confidential Information to any third party. It is understood that said Confidential Information shall remain the sole property of the Company. Intern further agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information. (c) Former or Current Employer's Confidential Information. Intern agrees that Intern will not, during the term of this Agreement, improperly use or disclose any proprietary information or trade secrets of any former or current employer or other person or entity with which Intern has an agreement or duty to keep in confidence information acquired by Intern, if any, and that Intern will not bring onto the premises of the Company any unpublished document or proprietary information belonging to such employer, person or entity unless consented to in writing by such employer, person or entity. Intern will indemnify the Company and hold it harmless from and against all claims, liabilities, damages and expenses, including reasonable attorneys fees and costs of suit, arising out of or in connection with any violation or claimed violation of a third party's rights resulting in whole or in part from the Company's use of the work product of Intern under this Agreement. (d) Third Party Confidential Information. Intern recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Intern agrees that Intern owes the Company and such third parties, during the term of this Agreement and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the services for the Company consistent with the Company's agreement with such third party. (e) Return of Materials. Upon the termination of this Agreement, or upon Company's earlier request, Intern will deliver to the Company all of the Company's property or Confidential Information that Intern may have in Intern's possession or control. 3. OWNERSHIP (a) Assignment. Intern agrees that all copyrightable material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets (collectively, Inventions) conceived, made or discovered by Intern, solely or in collaboration with others, during the period of this Agreement which relate in any manner to the business of the -2-
Company that Intern may be directed to undertake, investigate or experiment with, or which Intern may become associated with in work, investigation or experimentation in the line of business of Company in performing the services hereunder, are the sole property of the Company. Intern further agrees to assign (or cause to be assigned) and does hereby assign fully to the Company all Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. (b) Further Assurances. Intern agrees to assist Company, or its designee, at the Company's expense, to secure the Company's rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive right, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. Intern further agrees that Intern's obligation to execute or cause to be executed, when it is in Intern's power to do so, any such instrument or papers shall continue after the termination of this Agreement. (c) Pre-Existing Materials. Intern agrees that if in the course of performing the Services, Intern incorporates into any Invention developed hereunder any invention, improvement, development, concept, discovery or other proprietary information owned by Intern or in which Intern has an interest, (i) Intern shall inform Company, in writing before incorporating such invention, improvement, development, concept, discovery or other proprietary information into any Invention; and (ii) the Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, use and sell such item as part of or in connection with such Invention. Intern shall not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without Company's prior written permission. (d) Attorney in Fact. Intern agrees that if the Company is unable because of Intern's unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure Intern's signature to apply for or to pursue any application for any United States or foreign patents or mask work or copyright registrations covering the Inventions assigned to the Company above, then Intern hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Intern's agent and attorney in fact, to act for and in Intern's behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyright and mask work registrations thereon with the same legal force and effect as if executed by Intern. 4. CONFLICTING OBLIGATIONS Intern certifies that Intern has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Intern from complying with the provisions hereof, and further certifies that Intern will not enter into any such conflicting agreement during the term of this Agreement. The Intern acknowledges that Intern's obligations to any employer or under any other consulting or Intern relationship shall in no way affect the Intern's obligations to the Company pursuant to Section 2 and Section 3. -3-
5. TERM AND TERMINATION Either the Intern or the Company may terminate this agreement at any time for any reason or no reason, with or without cause, by the giving of written notice to the other party. Upon such termination all rights and duties of the parties toward each other shall cease except Sections 2 (Confidentiality), 3 (Ownership) and 7 (Independent Contractors) shall survive termination of this Agreement. 6. ASSIGNMENT Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by Intern without the express written consent of the Company. 7. INDEPENDENT CONTRACTOR It is the express intention of the parties that Intern is an independent contractor. Nothing in this Agreement shall in any way be construed to constitute Intern as an agent, employee or representative of the Company, but Intern shall perform the Services hereunder as an independent contractor. Intern agrees to furnish (or reimburse the Company for) all tools and materials necessary to accomplish this contract, and shall incur all expenses associated with performance, except as expressly provided in Section 1 (Services and Compensation) hereof. Intern acknowledges and agrees that Intern is obligated to report as income all compensation received by Intern pursuant to this Agreement, and Intern agrees to and acknowledges the obligation to pay all self-employment and other taxes thereon. 8. BENEFITS Intern acknowledges and agrees and it is the intent of the parties hereto that Intern receive no Company-sponsored benefits from the Company either as an Intern or employee. Such benefits include, but are not limited to, paid vacation, sick leave, medical insurance, and 401(k) participation. If Intern is reclassified by a state or federal agency or court as an employee, Intern will become a reclassified employee and will receive no benefits except those mandated by state or federal law, even if by the terms of the Company's benefit plans in effect at the time of such reclassification Intern would otherwise be eligible for such benefits. 9. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles. 10. ENTIRE AGREEMENT This instrument contains the entire agreement of the parties and supersedes any prior agreements between them, whether written or oral, with respect to the subject matter hereof. 11. ATTORNEY'S FEES In any court action at law or equity which is brought by one of the parties to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorney's fees, in addition to any other relief to which that party may be entitled. 12. SEVERABILITY In the event that any term or provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is illegal, unenforceable or void, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that
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the transactions contemplated hereby are consummated as contemplated to the greatest extent possible. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
INTERN
Intern
Company, Incorporated
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EXHIBIT A
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