FI Intern Agreement by thefunded

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									                                 FOUNDER INSTITUTE, INCORPORATED
                                       INTERN AGREEMENT

        This Intern Agreement is made and entered into as of xxx 2011, by and between Founder
Institute, Incorporated, a Delaware corporation, and [Click And Volunteer Name] (“Intern”)
(together, the “Parties”).

        The Company has agreed to afford Intern an opportunity to gain hands-on educational
experience in exchange for academic credit, pursuant to an arrangement between the Company,
Intern and [Intern’s school], in exchange for the knowledge he/she is expected to gain regarding the
industry during his/her Intern opportunity with the Company. In consideration of the mutual
promises contained herein, the Parties agree as follows:

COVENANTS:

        For the reasons set forth above, and in consideration of the mutual covenants and promises of
the Parties, the Company and Intern covenant and agree as follows:

         1.       AGREEMENT TO INTERN

        Intern acknowledges that he/she has voluntarily applied to gain industry exposure and
experience with the Company. Intern understands and acknowledges that he/she will not be paid for
his/her services unless otherwise indicated on Exhibit A hereto, that Intern will not be covered by
any medical or other insurance coverage provided by the Company, and that he/she will not be
eligible for any Workers’ Compensation benefits. The Company hereby accepts Intern’s services,
and Intern hereby accepts and agrees to such intern work, conditioned upon an understanding and
agreement of the following terms:

        Any training Intern will experience shall be similar to that given in a vocational school;
        Any training shall be for the benefit of the Intern;
        Intern will not displace the work of any regular employee at the Company;
        The Company will derive no immediate advantage from the Intern’s activities;
        Intern is not entitled to any job at the conclusion of the training;
        Intern’s training is part of and related to Intern’s greater educational curriculum; and
        Intern shall receive no Company-sponsored benefits for the intern work.

         2.       DESCRIPTION OF INTERN’S DUTIES

        Intern shall report to (XXXX) (the “Supervisors”), who shall provide instruction, advice, and
direction to Intern. Intern shall at all times faithfully, industriously, and to the best of his/her ability,
experience, and talent, perform all duties that may be required of and from him/her pursuant to the
express and implicit terms hereof, to the reasonable satisfaction of the Supervisor.



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         3.       NONDISCLOSURE OF INFORMATION CONCERNING COMPANY
                  CONFIDENTIALITY

        (a)         Definition. “Confidential Information” means any Company proprietary
information, technical data, trade secrets or know-how, including, but not limited to, research,
product plans, products, services, customers, customer lists, markets, software, developments,
inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration
information, marketing, finances or other business information disclosed by the Company either
directly or indirectly in writing, orally or by drawings or inspection of parts or equipment.

        (b)          Non-Use and Non-Disclosure. Intern shall not, during or subsequent to the period
of the intern relationship, use the Company’s Confidential Information for any purpose whatsoever
other than the performance of intern services on behalf of the Company or disclose the Company’s
Confidential Information to any third party. It is understood that said Confidential Information will
remain the sole property of the Company. Intern further shall take all reasonable precautions to
prevent any unauthorized disclosure of such Confidential Information. Confidential Information
does not include information which: (1) is known to Intern at the time of disclosure to Intern by the
Company, as evidenced by written records of Intern; (2) has become publicly known and made
generally available through no wrongful act of Intern; or (3) has been rightfully received by Intern
from a third party who is authorized to make such disclosure. Without the Company’s prior written
approval, Intern shall not directly or indirectly disclose to anyone the existence of this Agreement or
the fact that Intern has this arrangement with the Company.

         (c)        Former Employer’s or Client’s Confidential Information. Intern agrees that Intern
shall 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 shall
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 shall indemnify and hold the Company 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 Intern Product (as defined below) 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 the intern relationship, or upon the
Company’s earlier request, Intern shall deliver to the Company all of the Company’s property or
Confidential Information that Intern may have in Intern’s possession or control.

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         4.       OWNERSHIP

        (a)         Assignment. Intern agrees that all copyrightable material, notes, records,
drawings, designs, inventions, improvements, developments, discoveries and trade secrets
conceived, made or discovered by Intern, solely or in collaboration with others, during the term of
the intern relationship that relate in any manner to the business of the Company that Intern may be
directed to undertake, investigate or experiment with, or which Intern may become associated with
in intern work, investigation or experimentation in the line of business of the Company in
performing the intern services hereunder (collectively, “Intern Product”), are the sole property of the
Company. Intern further shall assign (or cause to be assigned) and does hereby assign fully to the
Company all Intern Product and any copyrights, patents, mask work rights or other intellectual
property rights relating thereto.

        (b)          Further Assurances. Intern shall assist the Company, or its designee, at the
Company’s expense, in every proper way to secure the Company’s rights in the Intern Product 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 that the Company deems 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 Intern Product, 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 will 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, (1) Intern shall inform the Company, in writing before incorporating such invention,
improvement, development, concept, discovery or other proprietary information into any Invention;
and (2) 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 the Company’s prior written permission.

        (d)         Attorney in Fact. Where 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 Intern Product 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.



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        (e)          Warranty. Intern hereby represents and warrants that: (1) all Intern Product will
be the original work of Intern; (2) the Intern Product will not infringe the copyright, patent, trade
secret, or any other intellectual property right of any third party; (3) the Intern Product will not be
obscene, libelous, or violate the right of privacy or publicity of any third party; (4) the Intern Product
will not contain any virus, trap door, worm, or any other device that is injurious or damaging to
software or hardware used in conjunction with the Intern Product; (5) any software or data portions
of the Intern Product will operate correctly and consistently; and (6) the Company shall retain and
own all right, title and interest in and to all Intern Product and any information delivered and/or
shared hereunder.

         5.       RELEASE AND INDEMNIFICATION

       Intern understands and agrees to assume all risks of injury or death associated in any way
with his/her activities, services, or duties as an intern under this Agreement.

         Intern hereby waives any and all claims against the Company, its employees, agents and
other interns for bodily injury or death arising out of, or in any manner connected with his/her
activities, services, or duties as an intern under this Agreement.

         Intern and his/her assignees, heirs, distributees, guardians, and legal representatives will
release, defend, indemnify, keep and hold harmless the Company, its employees, agents and other
interns, from all damages, judgments, expenses (including reasonable attorney fees) costs or
liabilities in law or equity arising from or in any way related to Intern’s activities, services, or duties
as a intern under this Agreement or for any negligent act or omission by the Company, its officers,
directors, employees, and agents, or suffered because of the injury to or the death of any person or
persons, or because of damage to property that may arise out of, or as a consequence of, Intern’s
negligent or intentional acts while engaging in activities, services, or duties as a intern under this
Agreement.

         6.       INTERN’S COMMITMENTS BINDING ON THE COMPANY ONLY ON
                  WRITTEN CONSENT

      Intern shall not have the right to make any contracts or other commitments for or on behalf of
the Company within the written consent of the Supervisor.

         7.       CONTRACT TERMS TO BE EXCLUSIVE

        This Agreement contains the sole and entire agreement between the parties, and supersedes
any and all other agreements between them. The parties acknowledge and agree that neither of them
has made any representation with respect to the subject matter of this Agreement or any
representations inducing the execution and delivery hereof except such representations as are
specifically set forth herein, and each party acknowledges that he/she or it has relied on his/her or its
own judgment in entering into the Agreement. The parties further acknowledge that any statements
or representations that may have heretofore been made by either of them to the other are void and of
no effect and that neither of them has relied thereon in connection with his/her or its dealings with
the other.


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         8.       WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING

        No waiver or modification of this Agreement or of any covenant, condition, or limitation
herein contained shall be valid unless in writing and duly executed by the party to be charged
therewith. Furthermore, no evidence of any waiver or modification shall be offered or received in
evidence in any proceeding, arbitration, or litigation between the parties arising out of, or relating to
or affecting this Agreement, or the rights or obligations of any party hereunder, unless such waiver
or modification is in writing, duly executed as aforesaid. The provisions of this paragraph may not
be waived except as herein set forth.

         9.       CONTRACT GOVERNED BY CALIFORNIA LAW

        This Agreement and performance hereunder and all suits and special proceedings hereunder
shall be construed in accordance with the laws of the State of California.

         10.      BINDING EFFECT OF AGREEMENT

        This Agreement shall be binding on and inure to the benefit of the respective parties. The
parties agree that in the event that any clause or provision of this Agreement shall be held to be
invalid by any court of competent jurisdiction, the invalidity of such clause or provision shall not
otherwise affect the remaining provisions of this Agreement, which shall continue to be enforced.

         11.      VOLUNTARY EXECUTION

        This Agreement is executed voluntarily and without any duress or undue influence on the
part or behalf of the parties hereto. The parties acknowledge that they have read this Agreement,
understand the terms and consequences of this Agreement and of the releases it contains, and are
fully aware of the legal and binding effect of this Agreement.

                                           (Signature page follows)




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        IN WITNESS WHEREOF, the parties have executed this Agreement on the respective dates
set forth below.


Founder Institute, Incorporated


By:                                                                  Dated:

Name: Adeo Ressi

Title: Chief Executive Officer


X                                     (signature)                    Dated:
[Click And Type Intern's Name ]
[Click And Type Intern's Address]
[Click And Type Intern's Phone Number]


                        INTERN’S EMERGENCY CONTACT INFORMATION

Name                                                Relation

Phone (Home)(            )                 (Work)(        )

Address

City                                                      State      ZIP




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                                            Exhibit A

                                           Compensation

(None)

OR

[The Company will pay Intern $250 (??) per month in consideration of the services rendered by
Intern under the Agreement.]




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