Candidate Agreement

PhillyTalent, subsidiary of Lotus Industries and Consulting Group LLC (referred to here as “we”, “our” and “PhillyTalent”) is a company that operates a 100-day project development as a mentorship program for its candidates as well as hands-on machine learning events and technical training contents listed as training portfolios. Our services and manager network may be accessed by users (referred to here as “you”, “your”, and “Candidate”) interested in receiving training, good practice guidelines, mentorship and access to resources made available by PhillyTalent in exchange for a fixed monthly payment of 12 to 48 consecutive months once the conditions of successful management and mentorship are reached. As of March 1st of 2020 and until August 30th, 2020 the candidates are charged a fixed monthly payment of $200 of 12 months.

WHEREAS Candidate desires to use PhillyTalent’s online platform and services (“the Services”) to search for and engage with one or more potential project manager (each a “Manager”), these Managers having entered into a separate agreement with PhillyTalent;

AND WHEREAS PhillyTalent desires to grant Candidate access to the Services under the terms and conditions of the present Agreement;

NOW THEREFORE in consideration of the mutual promises contained herein and for other good and valuable consideration, PhillyTalent and Candidate, intending to be legally bound, do agree as follows:

1. Definitions

A. “Project Management” means supervision and guidance provided by Manager to one or more Candidates, under the terms described in Section 2. Project Managemen shall consist of teaching, debugging, and the recommendation of appropriate learning resources and software packages to Candidates, and other activities whose purpose is to develop Candidates’ employable skills in data science, machine learning, or similar fields. Mentorship may be one-on-one, or may involve a higher Candidate-to-Mentor ratio. Mentorship may also include support in interview preparation or networking.

B. “Weekly Mentorship Commitment” means the minimum number of hours that our Project Managers must be available to each Candidate for mentorship, whether individually or in groups. Unless otherwise agreed to in writing by Mentor, PhillyTalent, and the Candidate(s) receiving Mentorship, the Weekly Mentorship Commitment is one hour per week once the candidate has joined ModuleOne and after finishing the 6 to 11 sessions of ModuleZero.

C. “Formal Program Period” means the period of time during which Mentor is required to make themselves available to fulfill their Weekly Mentorship Commitment. Unless otherwise agreed to in writing by Mentor, PhillyTalent, and the Candidate(s) receiving Mentorship, the Formal Mentorship Period is 6 months.

G. “Program Start Date” means a date mutually agreed upon by PhillyTalent, Lead Data Science Manager and Candidates, upon which the Formal Program Period shall begin.

H. “Data Science Track” means a domain or discipline that makes use of the skillset developed by a Candidate during their Program. This includes but is not limited to machine learning, business intelligence, data science, data modeling, prediction and classification projects.

I. “ModuleZero” is the first 6 to 11 days of one-on-one sessions with a staff at PhillyTalent to fulfill the requirements of the Screening Process.

J.Screening Process at PhillyTalent” is updating CV, Resume, cover letters, public profile accounts such as LinkedIn, Indeed and AngelList as well as mock interviews over the phone.

K. “Program Fee” is the sum of the Initial Commitment Fee and PhillyTalent Monthly fixed fee of $200 paid monthly for the extend of the agreed time, 12 months by default until August 30th, 2020 upon the condition of landing a job offer.

L. “Program Onboarding” is a formal offer of joining the program via the PhillyTalent platform email upon submitting the commitment fee and approval of the initial portfolio provided by the candidate.

2. Management of and engagement with project managers & mentors

From time to time, Candidate may receive information from PhillyTalent regarding the education, professional history, skills of new project managers and new projects they are managing with us. Candidates can choose to join these projects and update their current portfolios with new projects as they continue working with us.

PhillyTalent and Candidate hereby agree to the following:

A. Candidate may review the online profiles of any projects such as Project Description, Project Inspiration, Project Tasks and Project TechnologyStack accessible to Candidate via the Services. Candidate understands that PhillyTalent cannot guarantee the accuracy of the information contained in any Project Profile.

B. Candidate may request to chat with one or more Project Manger as they continue working on multiple projects. PhillyTalent may at its sole discretion decide not to notify a particular Project Manager of Candidate’s request to join a particular project.

C. PhillyTalent does not guarantee that any Project Manager shall agree to offer supervision to Candidate once the Project Tasks are fulfilled.

D. Candidate is fully responsible for their conduct during interviews and online exchanges with any Project Manager, whether while using the Services or otherwise.

E. PhillyTalent may provide to Project Managers(s) information about any other listed Project(s) that were selected by Candidate(s), for the purpose of providing feedback to Project Manager(s) whose project(s) were not getting much interest by Candidate(s).

F. A Project Manager may at any time extend an Offer of an open position to Candidate with some ideas of new unique Tasks that is expected from the Candidate. Candidate’s acceptance of such offer may be indicated either by email correspondence with PhillyTalent, or directly via the prompts presented to Candidate in PhillyTalent’s’ user interface, or the email containing the Project Manager’s Offer of Project Management and supervision.

G. The Formal Program Period shall begin on the start of ModuleZero Start Date specified in the confirmed submitted Initiation Fee and can lasts for upto six months or the date the Candidates receives a job offer, whichever comes first.

H. Candidate shall be entitled to Supervision from the Project Manager(s) for a period of time no less than the Weekly Program Commitment, one hour per week, per project by default, during each week of the Formal Program Period. Project Managers must make a reasonable effort to meet their Weekly Program Commitment by offering convenient times to Candidate during the Formal Program Period.

I. Candidate must notify both PhillyTalent and their Project Manager(s) immediately if at any time they become aware that they will be unable to attend Program sessions planned by Project Manager(s) to fulfill their Weekly Program Commitment during the Formal Program Period at the earliest time possible in written email.

J. In the event that Project Manager is unable to fulfill the Weekly Program Commitment on any particular week during the Formal Program Period, Program Manager will offer additional session in subsequent weeks to compensate.

K. If Project Manager has fulfilled their Weekly Program Commitment with respect to a particular Candidate throughout the Formal Program Period, PhillyTalent shall be entitled to a sum equal the Program Fee, plus applicable taxes and transaction fees.

L. Candidate shall not owe the Program Fee unless Candidate becomes employed in an Eligible Field within three (3) years following the conclusion of the Formal Program Period (hereafter, the “Repayment Period”), in a Data Science Track Field.

M. In the event that Candidate becomes employed during the Formal Program Period, Candidate shall still owe the full Program Fee, subject to any adjustments determined by PhillyTalent in its sole and exclusive discretion.

N. In the event that Candidate becomes employed in a Data Science Track Field during the Repayment Period, but subsequently loses that employment, Candidate shall not owe the Program Fee during the months Candidate is not employed.

3. Program fee and payment schedule

A. The Program Fee shall be paid by Candidate in monthly installments. Currently a fix 12 monthly installments of $200. This rate is subject to change by PhillyTalent at anytime and if changed will be communicated to the Candidate in written prior or during the Formal Program Period. Unless otherwise specified in writing and agreed to by PhillyTalent and Candidate, the Program Fee shall be payable on the first day of each month of Candidate’s first twelve months of employment in an Eligible Field, as follows:

(i) Unless otherwise agreed in writing between Candidate and PhillyTalent, the PhillyTalent’s Program Monthly Fee shall be paid in a lump sum prior to the end of the first month of Candidate’s employment.

(ii) The fixed recurring monthly fee of $200, which includes applicable taxes and transaction fees, shall be paid on the first day of each month following the first month of Candidate’s employment in 11 equal installments during the period Candidate is employed in a Data Science Track.

B. Candidate hereby agrees to submit, within one month of hire, to PhillyTalent evidence of employment salary. The forms acceptable to PhillyTalent include, but are not limited to, signed employment agreement, employer pay stub (collectively, “Proof of Employment”). Unless otherwise specified in writing between PhillyTalent and Candidate, in the event that Candidate fails to provide Proof of Employement within 30 days, Candidate agrees that PhillyTalent, in its sole discretion, may start charging the Program Fee three months after Formal Start Date and during the Formal Program Period. Candidate further agrees to submit their credit card information to PhillyTalent as collateral for enforcement of this Agreement during submitting the Program Initiation Fee.

C. Candidate hereby agrees that, at PhillyTalent request, Candidate shall make available to PhillyTalent Candidate’s tax filings for a period from the beginning of the Formal Mentorship Period, to up to three (3) years following the end of the Formal Program Period, which may be used by PhillyTalent as evidence of Candidate’s employment status for the purpose of enforcing this Agreement.

D. PhillyTalent and Candidate may, at their sole and exclusive discretion, offer to defer payment for Candidate’s employment until some pre-determined milestone has been reached.

4. Confidentiality and Intellectual Property of Project(s) and Portfolio(s)

A. Protection. Both parties agree to protect the Confidential Information of the other party. For purposes of this Agreement, “Confidential Information” means all data and information that is disclosed to the other party during their relationship including, without limitation, documents, components, parts, information, drawings, data, sketches, plans, programs, specifications, techniques, processes, software, algorithms, inventions and other materials, both written and oral, of a secret, confidential or proprietary nature, including, without limitation, any and all information relating to business models or practices, marketing, finance, forecasts, invention, research, design or development of information systems and any supportive or incidental subsystems, and any and all subject matter claimed in or disclosed by any patent application in preparation, prepared or filed by or on behalf of the disclosing party, in any jurisdiction, and any amendments or supplements thereto.

B. Ownership. Unless otherwise agreed upon in writing between Candidate and PhillyTalent, all right, title and interest in the work produced by Candidate, including all copyright and intellectual property rights, shall belong to PhillyTalent. This also applies to work developed by Candidates during Formal Program Period under supervision of Project Manager(s) in which case all property rights, shall still belong to PhillyTalent. The Candidate at anytime can use the content created by Candidate for the sole purpose of landing a job offer within a Data Science Track field. The Candidate can not use the content for commercial purposes during the Formal Program Period.

C. Third-party IP. Candidate agrees that, in the course of the Program, neither PhillyTalent nor the Project Manager shall be required to disclose any trade secrets, know-how, Confidential Information, or other intellectual property that PhillyTalent or the Project Manager may have acquired from or developed for a third party (“Third-Party IP”). Third-Party IP includes, without limitation, any intellectual property of (a) any former or current employer of the Project Manager; (b) any former or current client of PhillyTalent; or (c) any other person to whom or entity to which either PhillyTalent or the Project Manager have a legal obligation regarding the use or disclosure of such intellectual property.

D. Injunctive relief. In the event of a breach, or threatened breach, of any of the foregoing provisions, each Party recognizes that the harm suffered by the other Party may not be compensable by monetary damages alone and, accordingly, that the other Party shall, in addition to other available legal or equitable remedies, be entitled to seek a preliminary and permanent injunctive and other equitable relief to prevent, discontinue, and/or restrain against such breach or threatened breach. Each Party further undertakes to notify the other Party of any breach of the foregoing provisions as soon as such Party is made aware of any such breach.

E. Notification of breach If there is any actual or threatened unauthorized access to, disclosure or loss of, or inability to account for, any Confidential Information of the Disclosing Party, the Receiving Party will: (i) promptly, but in any event within 5 days after becoming aware of it, notify the Disclosing Party; (ii) take such actions as may be necessary or as may be requested by the Disclosing Party, acting reasonably, to prevent any further disclosure or loss and to minimize the consequences of such disclosure or loss; and (iii) cooperate in all reasonable respects with the Disclosing Party to minimize the impact of the disclosure or loss and any damage resulting therefrom.

6. Return of information. Upon the Disclosing Party’s written request, the Receiving Party will make commercially reasonable efforts to promptly return or destroy all tangible and electronic material, in any form, embodying Confidential Information of the Disclosing Party. In carrying out any destruction, the Receiving Party will protect Confidential Information in accordance with the terms of this Agreement. The obligations set out in this Section shall not apply to such Confidential Information which the Receiving Party is obligated to retain as a result of legal or regulatory requirements for any other such like reason. In addition to the foregoing, either party may retain data or electronic records containing the Confidential Information solely for the purposes of permitting it to satisfy its bona fide record retention obligations or enterprise policies.

5. Independent relationship

Neither PhillyTalent nor Candidate are agents of the other, and neither are authorized to make any representation, contract, or commitment on behalf of the other party.

6. Compliance with laws

Candidate shall observe and comply with all applicable laws, ordinances, codes and regulations of governmental agencies, including federal, state, provincial, municipal, and local governing bodies having jurisdiction over the engagement of any Project Manager(s), the work produced by Candidate(s) or any part thereof.

The work produced by Candidate(s) and related information may be subject to export and import restrictions. Candidate shall comply with any laws which may impact its right to export, import or use the work and related information (including, without limitation, United States export laws). Neither party shall use the work or related information for any purposes prohibited by applicable laws.

7. Disclaimer of warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, PHILLYTALENT (INCLUDING ITS AFFILIATES, SUBCONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, DIRECTORS AND/OR EMPLOYEES) MAKES NO REPRESENTATIONS AND GIVES NO WARRANTIES OR CONDITIONS OF ANY KIND IN RELATION TO THE SERVICES, OR ANY SERVICES PERFORMED HEREUNDER, WHETHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, CUSTOM OF DEALING, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, INCLUDING ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

PHILLYTALENT SHALL HAVE NO LIABILITY FOR ANY ACTIONS OR OMISSIONS, WITHOUT LIMITATION, INCLUDING NEGLIGENCE, CAUSED BY ANY MENTOR.

8. Limitation of liability

Except for the Parties’ confidentiality obligations in Section 4, neither party will be liable to the other party for any incidental, consequential, indirect, special, punitive or exemplary damages, including damages for loss of business, loss of profits or the like, arising out of or relating to the present Agreement, such party’s performance hereunder, the use or inability to use any services or work product, or any interruption to or disruption of the foregoing, even if a party has been advised of the possibility of such damages and regardless of the cause of action. The aggregate liability of PhillyTalent with respect to the present Agreement will in no event exceed the aggregate Program Fee paid by Candidate to PhillyTalent under the present Agreement during the four (4) months immediately preceding the date on which such a claim arises.

9. Indemnity

Each Party shall indemnify, defend and hold harmless the other against any claims and costs awarded by a court of competent jurisdiction (including reasonable attorney’s fees) arising out of or relating to any claim of infringement of a third party’s intellectual property rights, provided that: (a) the indemnified party gives the indemnifying party prompt notice in writing of each claim received by the indemnified party, (b) the indemnified party gives the indemnifying party the right to control and direct the investigation, defense and settlement of each claim, and (c) the indemnified party has not compromised or settled the claim.

10. General provisions

The present Agreement will be subject to the following general provisions:

A. Governing Law. This Agreement is made under and shall be construed according to the laws in effect in the State of Delaware, United States and the parties agree to submit to the exclusive jurisdiction of any Delaware court in any action or proceeding arising out of or related to this Agreement.

B. Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

C. Warranties. Each party represents and warrants that (a) it has full power, right and authority to enter into this Agreement, to carry out its obligations under this Agreement, and to grant the rights granted herein; and (b) it has not granted any rights to any third party which conflict with the rights granted herein.

D. Term. This Agreement shall enter into effect at the date on which it is executed by both PhillyTalent and Candidate (the “Effective Date”) and shall continue until any and all payments required to pay in accordance with the agreement have been paid (the “Term”).”

E. Termination. Either party may terminate the present Agreement at any time, provided that no Formal Program Periods associated with Candidate are outstanding at the time of such termination. The following provisions shall survive termination of this Agreement for a period of eight (8) years: Section 4. Upon termination of this Agreement, Candidate agrees to continue payments of all Program Fees due or accrued under this Agreement as of the date of such termination according to the payment schedule of Section 3.

F. Assignment. Neither party shall have the right to assign this Agreement to another party without the other party’s written consent, except that PhillyTalent may, upon written notice to Candidate (and without Candidate’s consent) assign this Agreement in its entirety to a parent company, any subsidiary of a parent company, or an assignee in connection with a corporate reorganization, acquisition, merger, or sale of substantially all of its assets; provided that the assignee agrees in writing to be bound by all of the terms and conditions of this Agreement.

G. Waiver. No waiver by PhillyTalent or Candidate with respect to any breach of this Agreement shall be construed to be, imply or suggest a waiver with respect to any preceding or succeeding breach of this or any other Agreement between PhillyTalent and Candidate. No waiver by PhillyTalent or Candidate of any right under this Agreement shall be construed as a waiver of any other right. Neither PhillyTalent nor Candidate shall be required to give notice to enforce strict adherence to all terms of this Agreement.

H. Signature. The parties agree that the present Agreement may be signed by manual, facsimile, or digital signatures, upon creating account on the Platform and submitting the Initiation fee and in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.

I. Entire Agreement. This Agreement is the final, complete and exclusive agreement between PhillyTalent and Candidate between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless agreed to in writing and signed by both parties. The terms of this Agreement shall govern all interactions between Project Manager(s) on the PhillyTalent network and Candidate.

Last updated on April 1st, 2020.

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