Collaboration Contract Policy
Unless otherwise agreed to in a writing signed by both Company and Student, the terms and conditions of the Collaboration Contract are as set forth in this Collaboration Contract Policy. Company and Student may not agree to any other terms and conditions that affect the rights or responsibilities of Workkola as described herein. Capitalized terms used herein but not otherwise defined will have the definitions provided in the Terms of Service (TOS).
- Projects. There are currently two types of Projects that Companies can post on Workkola Platform (collectively, the “Projects”), (a) specific projects posted by a Company to get one-time remote help by a Student or Students for short-term collaboration (“Basic Projects”) and (b) special projects that Company can post with the purpose of finding, testing and attracting Students to the team (“Recruiting Projects”).Once a Project has been selected by a Student then the Student must perform the Project in a reasonably professional manner and will timely deliver any agreed-upon Deliverables.Once a Project has been selected by a Student then the Company that posted it must supervise, collaborate and give frequent feedback to Student in order to accomplish the Project.Each Project must comply with all restrictions hereunder, including those governing the Terms of Service and general use of our Services. Workkola may, but is not obligated to, make an independent investigation of the Project to ensure full compliance with these Collaboration Contract Policy and Terms. If Workkola determines, in its sole discretion, that any representation or warranty made by you pursuant to this Collaboration Contract Policy or the Terms of Service is in any way false, incomplete, or inaccurate, Workkola may, at any time, reject, remove, or suspend or delay the posting of your Project, in whole or in part. Workkola may, but is not obligated to, provide you with an explanation for the rejection or removal of any of your Projects from our Services.All Projects posted on Workkola will be automatically transferred into a publicly-viewable Project listing page. These pages are indexed to various third parties.
- Termination of a Collaboration Contract. Company and Students may terminate the Collaboration Contract at any time but may not recover any payments already made. Users are recommended to notify their collaborator (such a Student or a Company) in advance if they decide to terminate any Project, with or without any reasonable reason, before the upon-agreed deadline or completion of the Project.
- Company Materials. Company hereby grants Student a limited, non-exclusive, revocable (at any time, at Company’s sole discretion) license to use instructions, materials, information and any other intellectual property that Company provides to Student in connection with a particular Collaboration Contract (collectively, the “Company Materials”), and the intellectual property rights therein, SOLELY for the performance of the Projects. Company reserves all other rights and interest in and to the Company Materials. Upon completion or termination of the Collaboration Contract, or upon written request by Company, Student will immediately return all Company Materials to Company and further agrees to purge all copies of Company Materials and Deliverables contained in or on Student’s premises, systems or any other equipment otherwise under Student’s control. Within ten (10) days of Company’s request, Student agrees to provide written certification to Company that all Company Materials have been returned or purged.
- Deliverable. Student will make full and prompt disclosure to Company of all inventions, discoveries, designs, developments, methods, modifications, improvements, ideas, products, processes, algorithms, databases, computer programs, formulae, techniques, know-how, trade secrets, graphics or images, and audio or visual works and other works of authorship (collectively, “Developments”), whether or not patentable or copyrightable, that are created, made, conceived or reduced to practice by Student for Company during the term of the Collaboration Contract that results from the Projects (“Deliverables”). Student acknowledges that all work performed by Student is on a “work for hire” basis, like in any traditional internship relationship, even there is no direct or indirect payment, and Student hereby assigns and transfers and, to the extent any such assignment cannot be made at present, will assign and transfer, to Company and its successors and assigns all Student’s right, title and interest in all Project, and all related patents, patent applications, trademarks and trademark applications, service marks and service mark applications, copyrights and copyright applications, and other intellectual property rights in all countries and territories worldwide and under any international conventions.Student will cooperate fully with Company, both during and after the term of the Collaboration Contract, with respect to the procurement, maintenance and enforcement of intellectual property rights in, to or that claim or cover the Project. If requested by Company, Student will sign, both during and after the term of the Collaboration Contract, all papers, including without limitation copyright applications, patent applications, declarations, Non-disclosure Agreements (NDA), oaths, assignments of priority rights, and powers of attorney, which Company may deem necessary or desirable in order to protect its rights and interests in any Project. Facsimile and electronic signatures are as effective as original signatures.
- Pre-existing Developments in Deliverables. If Student incorporates any Development that Student has, alone or jointly with others, conceived, developed or reduced to practice prior to the date of the Collaboration Contract that Student considers to be Student’s property or the property of third parties and that Student wishes to have excluded from the scope of the Collaboration Contract (collectively, “Pre-Existing Developments”) into the Deliverables, Student hereby grants Company and its affiliates a perpetual, irrevocable, paid-up, royalty-free, nonexclusive, worldwide license (with the full right to sublicense directly, or indirectly through multiple tiers) to (a) copy, distribute, display, perform, and create derivative works of the Pre-Existing Developments, in whole or in part; and (b) use or otherwise practice the Pre-Existing Developments, in whole or in part, including without limitation, the right and license to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Pre-Existing Developments and the right to practice any method covered by or included in the Pre-Existing Developments. Notwithstanding the foregoing, Student will not incorporate, or permit to be incorporated, Pre-Existing Developments in any Deliverables without Company’s prior written consent.
- Feedback, Reputation and Reviews.You acknowledge that you transfer copyright of the feedback, reputation and reviews you leave consisting of comments and a multidimensional rating (e.g. quality, workflow, experience, etc.) together with a composite rating by us. You acknowledge that such feedback, reputation and reviews belong solely to us, notwithstanding that we permit you to use it on our Website or third party websites while you remain a User.You may not do (or omit to do) anything that may undermine the integrity of the Workkola feedback system. We are entitled to suspend or terminate your account at any time if we, in our sole and absolute discretion, are concerned by any feedback about you, or your feedback rating, where we believe our feedback system may be subverted.COMPANIES AGREE THAT RATINGS AND FEEDBACK TO ALL STUDENTS THAT HAVE COMPLETED A PROJECT (BOTH BASIC PROJECT AND RECRUITING PROJECT), WHETHER OR NOT COLLABORATION CONTRACTS WERE SATISFACTORILY COMPLETED, ARE MANDATORY.PROJECTS ARE VOCATIONAL REMOTE TRAINING FOR THE BENEFIT OF THE STUDENT, AND COMPANIES MUST GIVE FREQUENT FEEDBACK ON BOTH STRENGTHS AND AREAS FOR IMPROVEMENT. THIS IS CRUCIAL TO THE STUDENT’S PROFESSIONAL DEVELOPMENT EVEN IF THE STUDENT IS PERFORMING A RECRUITING PROJECT. Workkola provides its Platform to facilitate such frequent feedback, collaboration reviews and ratings between both parties.
- Rewards. For each Project completed and correctly delivered upon-agreed in Project requirements, Company agrees to (a) honestly rate the Student according to the quality, accuracy and value added by the Project, the Student and the Deliverables to the Company, (b) give feedback and information to the Student regarding to his work, attitude and workflow in a professional manner, and (c) if applicable, deliver special rewards to Student in the next fifteen (15) days after the completion of the Project. Workkola can penalize Companies, in its sole discretion, that do not reward (for both regular and special rewards) their collaborators as set forth on the upon-agreed Projects description.Special rewards can be added to the Project. These special rewards are set when Company posts a new Project. Special rewards shall be as set forth on the Project description in connection with that particular Company’s Project and may include a list of them. Decisions about qualifying criteria and conditions, and whether to accept a Deliverable as extraordinarily accomplished, are entirely within the discretion of the Company.
- Special Provisions for Recruiting Projects. Both Company and Student acknowledge:
- Upon registration, a Company may submit, through our Services, a Recruiting Project. A Recruiting Project may only notify Students of a single employment opportunity, and must include, at a minimum, the following information: position title, job category (paid/unpaid internships, full-time/part-time job, co-founder or a mix of them) and job description.
- The Company may incorporate the Student to the company as a regular employee, a paid or unpaid intern, a cofounder with stock options, or a mix of them, as set forth on the upon-agreed job description of the Recruiting Project, following the completion of the Recruiting Project. The Company shall be responsible for following all necessary DHS regulations, University Agreements or other documentation needed to incorporate the Student to the team. The Workkola’s relationship related to the Recruiting Project with the Student will terminate at the completion of the Project.
- There is no guaranty that Students will satisfactorily perform the Recruiting Project, so the decision as to qualifying criteria and conditions and whether to accept a candidate as appropriate for the employment opportunity is entirely within the discretion of the Company.
- Other steps could be added to the recruiting process after the completion of the Recruiting Project within the discretion of the Company.
- Our fees are applied to the recruiting process posting and management. Once a Recruiting Project has been selected by at least three (3) Students, we will charge the associated fees.
- Confidential information
- Confidentiality.”Confidential Information” means, subject to the exceptions set forth in the following sentence, any information or data, regardless of whether it is in tangible form, disclosed by a Company or a Student (the “Disclosing Party”) that the Disclosing Party has either marked as confidential or proprietary, or has identified in writing as confidential or proprietary within thirty (30) days of disclosure to a Student (in the case of Company as the Disclosing Party) or a Company (in the case of Student as the Disclosing Party) (the “Receiving Party”) or which would be apparent to a reasonable person, familiar with Disclosing Party’s business and the industry in which each operates, to be of a confidential or proprietary nature the maintenance of which is important to the Disclosing Party; provided, however, that reports and/or information related to or regarding the Projects or Deliverables, or a Disclosing Party’s business plans, strategies, technology, research and development, current and prospective customers, billing records, and products or services will be deemed Confidential Information of the Disclosing Party even if not so marked or identified, unless such information is the subject of any of the exceptions set forth in the following sentence. Information and data will not be deemed Confidential Information hereunder if such information: (a) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party; or (d) is independently developed by the Receiving Party.
- Use of confidential information.The Receiving Party acknowledges that it will have access to the Disclosing Party’s Confidential Information. The Receiving Party agrees that it will not (a) use any such Confidential Information in any way, for its own account or the account of any third party, except for the exercise of its rights and performance of its obligations under this Collaboration Contract Agreement or another individual Agreement between parties, as applicable, or (b) disclose any such Confidential Information to any party, other than furnishing such Confidential Information to its (a) professors who are required to have access to the Confidential Information in connection with the educational exercise of Receiving Party’s rights and performance of its obligations under this Collaboration Contract Agreement or another individual Agreement between parties, as applicable, (b) mentors with the SOLE goal of mentoring and supporting the Receiving Party with their expertise to help develop and accomplish the Projects and guarantee a better quality of them, (c) fellow students (in the case of Student as the Receiving Party) if Student decides to present the Project, Deliverables or new documentation related to them to fellow students for educational purposes; provided, however, that any and all such professors, mentors and fellow students are bound by agreements or, in the case, ethical duties, to treat, hold and maintain such Confidential Information in accordance with the terms and conditions of this Collaboration Contract Policy. The Receiving Party agrees that it will not allow any unauthorized person access to Disclosing Party’s Confidential Information, and that Receiving Party will take all action reasonably necessary to protect the confidentiality of such Confidential Information, including implementing and enforcing procedures to minimize the possibility of unauthorized use or copying of such Confidential Information. In the event that the Receiving Party is required by law to make any disclosure of any of Disclosing Party’s Confidential Information, by subpoena, judicial or administrative order or otherwise, the Receiving Party will first give written notice of such requirement to the Disclosing Party, and will permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to the Disclosing Party in seeking to obtain such protection.
- Additional restrictions.Student will not disclose to Company any information that constitutes material, non-public information about any third party, information that Student has a duty or obligation to keep confidential (whether by agreement, law, rule, regulation, fiduciary duty, or other similar obligation or restriction), information the disclosure of which would be in violation of securities laws and/or information that is proprietary to a third party (including past or present employers or companies for which Student have consulted) and not owned solely by Student.
- Return.If and when Confidential Information is no longer needed for the performance of Projects for the relevant Contract, or at Company’s or Student’s written request (which may be made at any time at Company’s or Student’s sole discretion), Company or Student (as the case may be) will promptly destroy or return all Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. Each of Company or Student, as applicable, agrees to provide written certification to the party disclosing the Confidential Information of compliance with this SectionÂ 9.3 within ten (10) days after the receipt of Disclosing Party’s written request to certify.
- Publication.Without limiting Section 9.1 above (Confidentiality), Company and Student will not publish, or cause to be published, any Confidential Information or Deliverable, except as may be necessary for performance of Projects for a Collaboration Contract, or exclusively with the educational purposes mentioned in Section 9.2 (Use of Confidential Information) or except as the Disclosing Party will permit.
- Work Classification. The purposes of Projects and therefore the platform are (a) get an educational approach to professional experiences for Students to learn more about Company’s business, market and/or entrepreneurship, gain valuable insight and experience, and improve and get professional skill-based endorsements, (b) get semi-professional support for high-impact tasks and projects related to Company’s activity, (c) access to employment opportunities, and (d) access to a pool of vetted candidates and a tool to test them before incorporate them to a job or internships vacancy, or offer them another professional opportunity.The intent is that Students will be properly classified as independent collaborators of Company and Company and Student agree (a) that Company helps, cooperates, close supervises and gives valuable feedback to Student, (b) but Company does not in any way direct, or control Student’s work, (c) that Company does not, in any way, supervise, direct, or control Student’s work hours and location of work, (d) that Company does not provide equipment needed for any Project, (e) that the education, experience and endorsements received by Student from the completion of Projects are for the express benefit of the Student, (f) that Student does not replace or displace any employee of the Company, (g) that Company does not derive an immediate advantage from the activities and Projects performed by the Student, and (h) that Student is not entitled to wages or any compensation or benefits for the Projects if there is not express notification from Company.This Agreement does not create a partnership, agency or work relationship between Company and Student. Student does not have authority to enter into written or oral – whether implied or express – contracts on behalf of Company. Student acknowledges that Workkola does not, in any way, supervise, direct, or control Student’s work or Projects performed in any manner. Workkola does not set Student’s work hours and location of work. Workkola will not provide Student with training or equipment needed for any Collaboration Contract. Workkola will not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee. Company and Student will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to Student’s performance of Projects if applicable.Company may not require an exclusive relationship between Company and Student. Student, as an independent collaborator, is free at all times to provide Projects or other services to persons or businesses other than Company, including any competitor of Company.
- Unpaid Remote Collaborations & The Fair Labor Standards Act. Projects on Workkola are based on remote collaboration between Students and Companies very similar to internships. While internships come in many shapes and sizes, one of the common questions when developing an internship program or related internship projects is whether an employer must pay an intern for his/her work. The answer to this question lies in an analysis of the work experience related to the Projects performed that the individual will have in relation to the standard set forth under the Fair Labor Standards Act (FLSA), a federal law which establishes the minimum wages for work performed. Pursuant to this law, the U.S. Department of Labor (DOL) has developed six criteria for differentiating between an employee entitled to minimum wage or above and a learner/trainee who may be unpaid. The criteria for learner/trainee are:
- The training, even though it includes actual operations of the facilities of the employers, is similar to that which would be given in a vocational school.
- The training is for the benefit of the student.
- The student does not displace a regular employee, but works under the close observation of a regular employee or supervisor.
- The employer provides the training and derives no immediate advantage from the activities of the student; and on occasion, the operations may actually be impeded by the training.
- The student is not necessarily entitled to a job at the conclusion of the training period.
- The employer and the student understand that the student is not entitled to wages for the time spent training.
Not all six factors have to be present in order for the individual to be considered a trainee. The experience, however, should look more like a training/learning experience than a job.
Employers often question the fourth criterion – that the employer derives no immediate benefit from the student’s activities. This seems to contradict the contemporary practice of the use of internships by employers and colleges. To make the experience educationally valid, the same way that a student working in a college laboratory is expected to become actively involved in the work at hand, an intern is expected to participate actively in the work of the company. Several DOL rulings, while not directly addressing the criterion, seem to suggest that as long as the internship is predominately for the benefit of the student, the fact that the employer receives some benefit for the student’s services does not make the student an employee for purposes of wage and hour law.
- Third Party Beneficiary. Workkola is hereby named as a third party beneficiary of each Collaboration Contract. Companies and Students understand and agree that Workkola is an intended third party beneficiary of each Collaboration Contract and that Workkola, as intended third party beneficiary of each Collaboration Contract, has the right to directly enforce all rights and obligations under the Collaboration Contract.
- General. All Collaboration Contracts will be governed by the minimum terms and conditions of this Collaborations Contract Policy.
- Entire Agreement. The terms and conditions set forth in this Collaborations Contract Policy and any additional or different terms expressly agreed by Company and Student will constitute the entire agreement and understanding of Company and Student with respect to each Collaboration Contract and will cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them.