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DISPUTES

If a controversy, dispute or claim ("Dispute") arising out of the Agreement, the Parties shall promptly attempt to resolve any Dispute by negotiation in the normal course of business.  

If, after good faith efforts, the Dispute is not resolved within thirty (30) days, either Party may notify the other Party in writing that a Dispute exists.  

If there is no resolution after another thirty (30) days, either party may file suit in the appropriate State or Federal court located in the State of New York.  The Parties irrevocably consent and submit to the exclusive jurisdiction of the State and Federal courts located in the State of New York over any Dispute and agree that no action arising out of or relating to a Dispute shall be brought in any other court. 

The Parties further agree that neither Party shall raise any jurisdictional defense including forum non-conveniens. A final non-appealable judgment in any suit permitted hereunder shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  

The Parties agree that they shall not be entitled to the award of punitive, exemplary, or consequential damages in such litigation. The Apprentice shall diligently proceed with the performance of the Services pending final resolution of any Dispute.

INTELLECTUAL PROPERTY

The Company has created “the Program” and “Stat Zero” as its proprietary brand and maintains all rights, title, and sole and exclusive ownership to any and all inventions, discoveries, data, works of authorship, and other intellectual works made, developed or produced that uses the “Program” or “Stat Zero” brand. 

The Company grants to the Apprentice a non-exclusive, irrevocable license to use the “Program” or “Stat Zero” brand to the extent necessary to provide his/her Services. 

The Company shall have all rights, title and interest in and to any and all inventions, discoveries, data, reports and other works of authorship, improvements, trade secrets and other intellectual work product or deliverables made, developed or produced by jointly or independently by the Company and the Apprentice during the term of this Agreement (collectively, “Invention/Works”).

Both parties will acknowledge the other parties’ role(s) in collaborative work.

Both parties will acknowledge the other parties’ collaboration in any articles, lectures, or publications.

CONFIDENTIALITY AND PROPRIETARY INFORMATION

Unless otherwise agreed to in writing by the parties, all information disclosed by either party under this Agreement shall be deemed to be Proprietary and Confidential Information.  Upon signature of both the Apprentice and the Company to this Agreement, all deliverables, analyses and reports developed under this Agreement shall be the property of the Company.  The Apprentice will not disclose such deliverables to a third party without prior written authorization of the Company. Oral communications pertaining to this Agreement shall be presumed to be Proprietary and Confidential Information unless otherwise indicated by either party.   

The Apprentice may not disclose the Company’s Proprietary and Confidential Information to third persons without the Company’s written consent. With the Company’s written consent, Apprentice may disclose the Company’s Proprietary and Confidential Information to its employees and authorized agents, contractors, partners, affiliates, principals and consultants on a need-to-know basis. Apprentice shall be responsible for ensuring that any of its employees, authorized agents, contractors, partners, affiliates, principals and consultants who receive Proprietary and Confidential Information complies with the obligations of this Agreement.  This Article shall survive termination of this Agreement.

This Agreement shall not restrict disclosure or use of Proprietary and Confidential Information that: (a) was, at the time of receipt, otherwise known to the recipient without restrictions as to use or disclosure; (b) was in the public domain at the time of disclosure or thereafter enters into the public domain through no breach of this Agreement by the recipient; (c) becomes known to the recipient from a source other than the disclosing party, which source has no duty of confidentiality with respect to the information; (d) is independently developed by the recipient without reliance on or access to any of the disclosing party’s Proprietary and Confidential Information; or (e) is required to be disclosed by a government agency or bureau or by a court of law or equity with competent jurisdiction over the recipient. 

Nothing in this Section 7 or any other provision of this Agreement shall be construed as prohibiting or otherwise restricting the Apprentice from (i) making any disclosures that are required by the terms and conditions of this Agreement; (ii) fully cooperating with any legal investigations, audits or reviews; and/or (iii) making any other disclosures or communications that are required or protected by applicable laws, executive orders, or regulations.

DATA PROTECTIONS

The Parties consent to the holding, processing, and accessing of Personal Data by either Party relating to either Party or its personnel for all purposes relating to the performance of this Agreement including, but not limited to, transferring such Personal Data to any potential Start-Up, Venture Capital, or other organizations. 

The Parties agree to take all reasonable steps to ensure the integrity and confidentiality of the Personal Data obtained pursuant to this Agreement and will: 

Follow all Company Policies and Procedures related to the handling and protection of Company and Confidential Information; 

Observe the privacy principles in any Data Protection Legislation of the country of the Jurisdiction of this Agreement and also the countries of the Parties respective locations;

Not disclose, use or hold any Personal Data in breach of any Data Protection Legislation; and

Indemnify each other and the Client for any Loss due to any breach of any Data Protection Legislation.

NON-COMPETITION

During the term of this Agreement and for twelve (12) months following expiration or termination of this Agreement, the Apprentice will not engage, participate, manage, operate, consult or be employed in a business activity which is competitive with the Company nor work for any company which competes with the Company. Delivering services directly related to or comparable to the Services delivered under this Agreement is prohibited when those parties are active or targeted clients of the Company unless authorized in writing by the Company Representative.

If the Company provides written authorization of the Apprentice’s working with other venture capital, impact investment, or investment organizations working in the same space as the Company, the Apprentice agrees that he/she will not use any IP developed collaboratively with the Company during the scope of this Agreement.

The Apprentice must inform the Company Representative prior to soliciting any client of the Company with whom the Apprentice has called or became acquainted during the term of this Agreement and as the direct or indirect result of engagement with the Company.

The Apprentice acknowledges that the Company will suffer irreparable harm in the event of breach of the obligations under this Agreement; and that monetary damages will be inadequate to compensate the Company for such a breach. Therefore, if the Apprentice breaches any of such provisions, then the Company shall be entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce such provisions.

PUBLICITY AND PROMOTION

The Apprentice shall comply with the Company’s global standards for branding and marketing. The Apprentice will not, without prior written approval of the Company, make any public statement about or advertise or promote their involvement in providing the Services, whether in written, verbal or visual format (“Promotional Material”). 

The Apprentice will only identify themselves as an Apprentice of the Company, Stat Zero or the Program when communicating with outside parties. The Apprentice must not identify him/herself as any partner or other term therein when communicating their role under this Agreement. 

The Apprentice will submit the request for approval of any alterations or amendments, in any form, to pre-approved Promotional Material at least seven (7) working days prior to the intended publication or promotion. If the Company determines that any amendments are necessary to the Promotional Material, the Apprentice will make these amendments and submit amended Promotional Material to the Company to approve.

The Company may in its sole discretion refuse to approve Promotional Material provided to it by the Apprentice.

The parties will ensure that all Promotional Material is accurate and not misleading in any way.

The Fellow acknowledges  and hereby irrevocably authorizes the Company to use photographs and recordings of me and or my property and authorize the Company and their assignees, licensees, legal representatives and transferees to use and publish photographs, pictures, portraits, videos, audio, or images herein described in any and all forms and media and in all manners, including composite images, and the purposes of publicity, illustration, commercial art, advertising, publishing (including publishing on internet websites), for any product or services, or other lawful uses as may be determined by the Company. I further waive any and all rights to review or approve any uses of the images, any written copy or finished product. I am of full legal age and have read and fully understand the terms of this release.  

INDEMNIFICATION AND LIMITATION OF LIABILITY

The Apprentice will indemnify and hold harmless Company and its affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorneys’ and expert witnesses’ costs and fees) arising from or relating to any breach of any representation, warranty, covenant, or obligation of the Apprentice in this Agreement or any intentional misconduct or negligence by the Apprentice.  

In the event of any third-party claim, demand, suit, or action, including third party claims that Apprentice is an employee or agent of the Company (a “Claim”), for which Company (or any of its affiliates, employees, or agents) is or may be entitled to indemnification hereunder, Company may, at its option, require the Apprentice  to defend such Claim at the Apprentice’s sole expense.  The Apprentice may not agree to settle any such Claim without Company’s express prior written consent.

In no event will Company be liable for any consequential, indirect, exemplary, special, or incidental damages arising from or relating to this Agreement.  Company’s total cumulative liability in connection with this Agreement, whether in contract or tort or otherwise, will not exceed the aggregate amount of the scholarship owed by Company to the Apprentice for Services performed under this Agreement.

POLICIES, PROCEDURES AND CONFLICT OF INTEREST

The Apprentice confirms that he/she has been made aware of, has read and understood and will follow all the policies and procedures listed or referred to in Section D.

The Apprentice confirms its understanding that the policies and documents listed or referred to in Section D may change from time to time and that it is the Apprentice’s responsibility to stay updated on a regular basis.

The Apprentice agrees not to engage in any activity, practice or conduct that conflicts with or appears to conflict with the interests of the Company. Furthermore, the Apprentice agrees to notify the Company of any situation involving an actual or potential conflict of interest which may arise in the course of performance by the Apprentice of any obligation pursuant to this Agreement.

WAIVERS, APPROVALS, AND REMEDIES

Failure by either party to enforce any of the provisions of this Agreement or applicable law shall not constitute a waiver of the requirements of such provisions or law, or as a waiver of the right of a party thereafter to enforce such provision or law.

Company's approval of any Services under this Agreement shall not relieve the Apprentice of his/her obligation to comply with the requirements of this Agreement.

The Apprentice agrees to the following: 

No Equity. The Apprentice acknowledges and agrees that any payment the Apprentice may receive from the Company or the Funds shall not provide any ownership interests in the Company, the Funds, any of the portfolio companies in which the Funds will invest, or any affiliate of the Company or Funds, and the Apprentice will not be entitled to vote on Company or Funds matters.

No Guarantee. The Apprentice acknowledges and agrees that there is no guarantee that the Apprentice will receive any payments from the Company or the Funds and that the prior performance of a portfolio company within a fund, the Company’s other investment funds (if any) or similar investment funds, if any, is not a guarantee of future results.

Regulatory Risks. The Apprentice acknowledges that the Company will not cause the Funds to make any payment to the Apprentice that (i) would be in violation of the Securities Act, (ii) would cause the Company or the Funds to have to register under the Securities Act or any applicable state regulation, (iii) would cause any of the Funds to be deemed an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or (iv) would cause the Company or the Funds to have to register as a broker-dealer in any applicable jurisdiction.

No Third-Party Beneficiary. This Agreement is solely for the benefit of the Parties (and their permitted successors and assigns). No other person, party or entity shall have any rights hereunder nor shall any other person, party or entity be entitled to rely upon the terms, covenants and provisions contained herein. The provisions of this Section 15(c)(iv) shall survive the termination of this Agreement.

The rights and remedies set forth in the Agreement are cumulative and not exclusive. The exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently exist in law, in equity, by statute, or otherwise.