Following are the terms and conditions that the candidate(hereinafter referred to as the “Fellow” ) agrees upon commencement of internship/training/fellowship/apprenticeship period under the Learn by Muellners fellowship program:
Termination of Agreement:
This relationship may be terminated by Fellow at any time provided 30 days written notice is delivered to the Muellners. The Muellners may terminate the agreement at any time, having delivered 1 day written notice to the Fellow.
In case of the Fellow being accused of any civil or criminal sections of Indian Penal Code(IPC), the Muellners will review the Fellowship and may wish to terminate this agreement any time without notice. The Muellners will do a secondary review of the Fellowship only after the Fellow has been cleared of the accusations by a competent jurisdiction or Court of law.
If the Fellow is accused of sexual harassment or molestation related crimes inside the Muellners premises or by any other Fellow or employee, during the term of Fellowship, the Muellners may terminate this relationship, without any review and without delivering any notice to Fellow. The Muellners has a Human Resource policy and the Fellow will abide by this policy to address such accusations. Such accusations can also be taken to an appropriate jurisdiction or Court of law by the Muellners even after this agreement has been terminated.
If the Fellow is accused of sexual harassment or molestation related crimes outside the Muellners premises, the Muellners will terminate this relationship without any review and without delivering notice to Fellow. The Muellners will review the Fellowship of the Fellow only after the Fellow has been cleared of the accusations by the competent jurisdiction or Court of law.
The Fellow agrees to return any Muellners property upon termination. With reasonable cause, Muellners may terminate the Fellowship effective immediately by giving written notice of termination for cause.
Reasonable cause includes:
(a) a material violation or breach of this Fellowship Agreement or of any of the representations or warranties contained hereunder, or of Data Security Agreement between the Parties; or In the event of termination for any reason whatsoever, complete any documentation for work in progress, and return all confidential information.
2. Non-Competition and Confidentiality
Fellow will have access to confidential information that is the property of the Muellners. Fellow is not permitted to disclose this information outside of the Muellners. During the time of Fellowship with the Muellners, Fellow will fully disclose to Muellners any other employment or educational institutional affiliation or research affiliation that Fellow has and Fellow will be permitted to seek other relationships provided that
(a.) it does not detract from Fellow’s ability to fulfill his/her duties, and
(b.) Fellow is not assisting another organization in competing with the Muellners.
It is further acknowledged that upon termination of Fellowship, Fellow will not solicit business from any of the Muellners’s Clients for a period of at least two years.
3. Intellectual Property Ownership
Fellow agrees with Muellners as follows regarding the intellectual property rights of the parties concerning all intellectual property that arises from or in any way relates to Fellow’s performance of Fellowship under this Agreement:
a. The Muellners is and shall be, the sole and exclusive owner of all right, title and interest throughout the world in and to all the results and proceeds of the Services performed under this Agreement, including but not limited to any deliverables set out on Schedule 1 (collectively, the “Deliverables”), including all patents, copyrights, trademarks, trade secrets, and other intellectual property rights (collectively “Intellectual Property Rights”) therein.
Fellow agrees that the Deliverables are hereby deemed a “work made for hire”. If for any reason, any of the Deliverables do not constitute a “work made for hire,” Fellow hereby irrevocably assigns to the Muellners, in each case without additional consideration, all right, title, and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein.
b. Any assignment of copyrights under this Agreement includes all rights of paternity, integrity, disclosure, and withdrawal and any other rights that may be known as “moral rights” (collectively, “Moral Rights”). Fellow hereby irrevocably waive, to the extent permitted by applicable law, any and all claims Fellow may now or hereafter have in any jurisdiction to any Moral Rights with respect to the Deliverables.
c. Fellow shall make full and prompt disclosure to the Muellners of any inventions or processes, as such terms are defined in (the “Patent Act”), made or conceived by Fellow alone or with others during the term of this Agreement, related in any way to the Services described herein, whether or not such inventions or processes are patentable or protected as trade secrets and whether or not such inventions or processes are made or conceived during normal working hours or on the premises of the Muellners. Fellow shall not disclose to any third party the nature or details of any such inventions or processes without the prior written consent of the Muellners. Any patent or copyright applications relating to the Services, related to trade secrets of the Muellners or which relate to tasks assigned to Fellow by the Muellners, that Fellow may file within one year after expiration or termination of this Agreement, shall belong to the Muellners, and Fellow hereby assign the same to the Muellners, as having been conceived or reduced to practice during the term of this Agreement.
d. Upon the reasonable request of the Muellners, Fellow shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist the Muellners to prosecute, register, perfect, record or enforce its rights in any Deliverables. In the event the Muellners is unable, after reasonable effort, to obtain Fellow’s signature on any such documents, Fellow hereby irrevocably designate and appoint the Muellners as Fellow’s agent and attorney-in-fact, to act for and on Fellow’s behalf solely to execute and file any such application or other document and do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights or other intellectual property protected related to the Deliverables with the same legal force and effect as if Fellow had executed them.
e. Notwithstanding Section 3(a) above, to the extent that any of Fellow’s pre-existing materials as identified in Schedule 1, during the term of Fellowship, are contained in the Deliverables, Fellow retain ownership of such preexisting materials and hereby grant to the Muellners an irrevocable, worldwide, unlimited, royalty-free license to use, publish, reproduce, display, distribute copies of, and prepare derivative works based upon such preexisting materials and derivative works thereof. The Muellners may assign, transfer and sublicense such rights to others without Fellow’s approval.
f. Except for such pre-existing materials identified in writing if any, Fellow has no right or license to use, publish, reproduce, prepare derivative works based upon, distribute, perform, or display any Deliverables. Fellow has no right or license to use the Muellners’s trademarks, service marks, trade names, trade names, logos, symbols, or brand names.
h. Fellow shall, at no charge to Muellners, execute and aid in the preparation of any papers that Muellners may consider necessary or helpful to obtain or maintain—at Muellners’s expense— any patents, copyrights, trademarks or other proprietary rights in any intellectual property covered by this Section 3. Muellners shall reimburse Fellow for reasonable out-of- pocket expenses incurred under this provision.
This contract represents the entire agreement between the two parties and supersedes any previous written or oral agreement. This agreement may be modified at any time and written intimation will be given to Fellow.
5. Legal Authorization
The Fellow agree that he or she is fully authorized to work in India and can provide proof of this with legal documentation. This documentation will be obtained by the Muellners for legal records.
The parties agree that if any portion of this contract is found to be void or unenforceable, it shall be struck from the record and the remaining provisions will retain their full force and effect.
Fellow acknowledges that Fellow will have access to information that is treated as confidential and proprietary by the Muellners, including, without limitation, the existence and terms of this Agreement, trade secrets, technology, and that Fellow may be provided with or come in contact with information pertaining to the business operations and strategies, customers, pricing, marketing, finances, sourcing, personnel, or operations of the Muellners, its affiliates or their suppliers or customers, in each case whether spoken, written, printed, electronic or in any other form or medium (collectively, the “Confidential Information”). Any Confidential Information that Fellow develops in connection with the Fellowship, including but not limited to any Deliverables, shall be subject to the terms and conditions of this clause. Fellow agree to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of the Muellners in each instance, and not to use any Confidential Information for any purpose except as required in the performance of the Fellowship.
Fellow shall notify the Muellners immediately in the event Fellow become aware of any loss or disclosure of any Confidential Information.
Fellow shall not advertise, market, or otherwise make known to others any information relating to the subject matter of this Agreement. If Fellow proposes to disclose Confidential Information to a third party in order to perform under this Agreement, Fellow must first obtain the consent of Muellners to make such disclosure and, likewise, must enter into a confidentiality agreement with such third party under which that third party is held to these same standards of disclosure and protection of Confidential Information.
If Muellners determines that the Confidential Information has been accessed by unauthorized individuals or organizations, the Fellow will notify Muellners of such access as soon as possible, but in no event more than 24 hours after the discovery of such breach.
The Muellners will implement appropriate measures designed to meet the objectives of the establishing Information Security Standards, and as more fully set out in a Data Security Agreement between Muellners and Fellow that is executed at or around the time this Agreement is executed.
Confidential Information shall not include information that:
(a) is or becomes generally available to the public other than through Fellow’s breach of this Agreement; or
(b) is communicated to Fellow by a third party that had no confidentiality obligations with respect to such information.
Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law, or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order. Fellow agree to provide written notice of any such order to an authorized officer of the Muellners within five (5) days of receiving such order, but in any event, sufficiently in advance of making any disclosure to permit the Muellners to contest the order or seek confidentiality protections, as determined in the Muellners’s sole discretion.
8. Notice of Immunity
Notwithstanding any other provision of this Agreement:
(a) Fellow will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that:
(i) is made:
(A)in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or
(ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.
(b) If Fellow files a lawsuit for retaliation by the Muellners for reporting a suspected violation of law, Fellow may disclose the Muellners’s trade secrets to Fellow’s attorney and use the trade secret information in the court proceeding if Fellow:
(i) files any document containing the trade secret under seal; and
(ii) does not disclose the trade secret, except pursuant to court order.
The Fellow further indemnifies the Muellners of his/her actions outside the Muellners environment and in scenarios mentioned in clauses of 1.
9. Representations and Warranties.
Fellow represents and warrants to the Muellners that:
(a) Fellow has the right to enter into this Agreement, to grant the rights granted herein and to perform fully all of Fellow’s obligations in this Agreement;
(b) Fellow’s entering into this Agreement with the Muellners and Fellow’s performance of the agreement do not and will not conflict with or result in any breach or default under any other agreement to which Fellow is subject to;
The Muellners hereby represents and warrants to Fellow that:
(a) it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; and
(b) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action.
10. Dispute Resolution
If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a third party Independent mediator, decided by the management of Muellners in New Delhi, India or Copenhagen, Denmark. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties.
If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to binding arbitration in New Delhi, India. Judgment upon the award rendered by the arbitrator may be entered in any court with jurisdiction to do so.
11. Jurisdiction & Attorney Fees
This agreement shall be governed, interpreted, and construed in accordance with the laws of India. In witness and agreement whereof, the Muellners has executed this contract with due process through the authorization of official Muellners agents and with the consent of the Fellow, given here in writing.
Attorney Fees: If any litigation or arbitration is necessary to enforce this Agreement, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses.
12. General Provisions
(a) Sole agreement: This is the entire Agreement between Fellow and Muellners.
(b) Severability: If any part of this Agreement is held unenforceable, the rest of the Agreement will continue in full force and effect.
(c) Applicable law: This Agreement will be governed by the laws of India.
(d) Notices: All notices and other communications given in connection with this Agreement shall be in writing and shall be deemed given as follows:
(i) When delivered personally to the recipient’s address as appearing in the introductory paragraph to this Agreement;
(ii) Three days after being deposited in the Indian mails, postage prepaid to the recipient’s address as appearing in the introductory paragraph to this Agreement; or
(iii) When sent by fax or electronic mail. Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first-class or certified mail, or the recipient delivers a written confirmation of receipt.
Any party may change its address, if appearing in the introductory paragraph to this Agreement by giving notice of the change in accordance with this paragraph.
(e) No partnership: This Agreement does not create a partnership relationship. Fellow does not have authority to enter into contracts on Muellners’s behalf.
(f) This Agreement is not assignable by fellow.
(g) No beneficiary right: This agreement creates no beneficiary rights of or for any individual or an entity, not party to this agreement.