Company, Incorporated INTERN AGREEMENT This Intern Agreement (“Agreement”) is made and entered into as of February 21, 2012 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 Intern’s 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 Company’s 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 Intern’s 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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Intern agrees that all copyrightable material. or (iv) is approved for release by written authorization of the Company. designs. (c) Former or Current Employer's Confidential Information. technical data. 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. product plans. contract and financial information. 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. (d) Third Party Confidential Information. if any. 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. during the term of this Agreement. during the period of this Agreement which relate in any manner to the business of the -2- . liabilities. drawings. OWNERSHIP (a) Assignment. without limitation. during or subsequent to the term of this Agreement. Intern further agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information. drawings. (ii) has become publicly known and made generally available through no wrongful act of Intern. a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person. damages and expenses. 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. or upon Company's earlier request. person or entity. and the terms of this Agreement. person or entity unless consented to in writing by such employer. solely or in collaboration with others. (e) Return of Materials. designs. research. personnel. (iii) has been rightfully received by Intern from a third party who is authorized to make such disclosure. notes. Intern agrees that Intern owes the Company and such third parties. inventions. 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. discoveries and trade secrets (collectively. improvements. customer lists. product ideas. Intern will not.proprietary. “Inventions”) conceived. 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. 3. and that Intern will not bring onto the premises of the Company any unpublished document or proprietary information belonging to such employer. formulas. business plans. made or discovered by Intern. records. including. Upon the termination of this Agreement. during the term of this Agreement and thereafter. 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. Intern will indemnify the Company and hold it harmless from and against all claims. It is understood that said Confidential Information shall remain the sole property of the Company. trade secrets. (b) Non-Use and Non-Disclosure. developments. Intern agrees that Intern will not.

Intern further agrees that Intern's obligation to execute or cause to be executed. any such instrument or papers shall continue after the termination of this Agreement. in writing before incorporating such invention. and (ii) the Company is hereby granted and shall have a nonexclusive. concept. concept. when it is in Intern's power to do so. development. the execution of all applications. discovery or other proprietary information into any Invention. modify. use and sell such item as part of or in connection with such Invention. title and interest in and to such Inventions. (c) Pre-Existing Materials. CONFLICTING OBLIGATIONS Intern certifies that Intern has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement. specifications. discovery or other proprietary information owned by Intern or in which Intern has an interest. are the sole property of the Company. patents. or which Intern may become associated with in work. and further certifies that Intern will not enter into any such conflicting agreement during the term of this Agreement. development. irrevocable. then Intern hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Intern's agent and attorney in fact. at the Company's expense. mental or physical incapacity. its successors. concept. mask work rights or other intellectual property rights relating thereto. or that would preclude Intern from complying with the provisions hereof. oaths. 4. development. improvement. Intern shall not incorporate any invention. (i) Intern shall inform Company. Intern agrees to assist Company. and any copyrights. worldwide license to make. or its designee. discovery or other proprietary information owned by any third party into any Invention without Company's prior written permission. or for any other reason. patents. improvement. Intern agrees that if the Company is unable because of Intern's unavailability.Company that Intern may be directed to undertake. to secure the Company's rights in the Inventions and any copyrights. Intern further agrees to assign (or cause to be assigned) and does hereby assign fully to the Company all Inventions and any copyrights. dissolution. 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. investigate or experiment with. improvement. 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. assigns and nominees the sole and exclusive right. mask work rights or other intellectual property rights relating thereto. 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. royalty-free. investigation or experimentation in the line of business of Company in performing the services hereunder. mask work rights or other intellectual property rights relating thereto in any and all countries. patents. 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. Intern agrees that if in the course of performing the Services. (d) Attorney in Fact. -3- . have made. including the disclosure to the Company of all pertinent information and data with respect thereto. copyright and mask work registrations thereon with the same legal force and effect as if executed by Intern. perpetual. Intern incorporates into any Invention developed hereunder any invention. (b) Further Assurances.

Intern acknowledges and agrees that Intern is obligated to report as income all compensation received by Intern pursuant to this Agreement. medical insurance. 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. but Intern shall perform the Services hereunder as an independent contractor. Intern will become a reclassified employee and will receive no benefits except those mandated by state or federal law. the prevailing party will be entitled to reasonable attorney's fees. Such benefits include. unenforceable or void. by the giving of written notice to the other party. 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. sick leave. Upon such termination all rights and duties of the parties toward each other shall cease except Sections 2 (Confidentiality). and shall incur all expenses associated with performance. Nothing in this Agreement shall in any way be construed to constitute Intern as an agent. 9. INDEPENDENT CONTRACTOR It is the express intention of the parties that Intern is an independent contractor. with or without cause.5. employee or representative of the Company. SEVERABILITY In the event that any term or provision hereof becomes or is declared by a court of competent jurisdiction to be illegal. and Intern agrees to and acknowledges the obligation to pay all self-employment and other taxes thereon. unenforceable or void. 3 (Ownership) and 7 (Independent Contractors) shall survive termination of this Agreement. and 401(k) participation. 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. 7. 6. 8. 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. Upon such determination that any term or other provision is illegal. 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. 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. in addition to any other relief to which that party may be entitled. but are not limited to. TERM AND TERMINATION Either the Intern or the Company may terminate this agreement at any time for any reason or no reason. except as expressly provided in Section 1 (Services and Compensation) hereof. ENTIRE AGREEMENT This instrument contains the entire agreement of the parties and supersedes any prior agreements between them. 12. 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 -4- . 11. 10. paid vacation. Intern agrees to furnish (or reimburse the Company for) all tools and materials necessary to accomplish this contract. If Intern is reclassified by a state or federal agency or court as an employee. with respect to the subject matter hereof. whether written or oral.

the parties hereto have executed this Agreement as of the day and year first above written.the transactions contemplated hereby are consummated as contemplated to the greatest extent possible. Incorporated By: Name: Title: -5- . INTERN Intern Company. IN WITNESS WHEREOF.


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