Mentor Income Share Agreement

PhillyTalent, subsidiary of Lotus Industries and Consulting Group LLC, (referred to here as “we”, “our” and “PhillyTalent”) is a company that operates a mentorship and technical training program. Our services and candidate network may be accessed by developers (referred to here as “you”, “your”, and “Mentor”) interested in mentoring candidates in exchange for a share of these candidates’ future earnings.

WHEREAS Mentor desires to use PhillyTalent’s online platform and services (“the Services”) to provide mentorship to one or more candidates (each a “Candidate”), these candidates having entered into a separate agreement with PhillyTalent;

AND WHEREAS PhillyTalent desires to grant Mentor 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 Mentor, intending to be legally bound, do agree as follows:

1. Definitions

A. “Mentorship” means supervision and guidance provided by Mentor to one or more Candidates, under the terms described in Section 2. Mentorship 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 Mentor 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 shall be specified in an Offer of Mentorship.

C. “Formal Mentorship Period” means the period of time during which Mentor is required to make themselves available to fulfil their Weekly Mentorship Commitment. Unless otherwise agreed to in writing by Mentor, PhillyTalent, and the Candidate(s) receiving Mentorship, the Formal Mentorship Period shall be specified in an Offer of Mentorship.

G. “Mentorship Start Date” means a date mutually agreed upon by PhillyTalent, Mentor and Candidates to whom Mentor has agreed to provide Mentorship, upon which the Formal Mentorship Period shall begin.

H. “Eligible Field” means a domain or discipline that makes use of the skillset developed by a Candidate during their Mentorship. This includes but is not limited to machine learning, data science, and data manipulation. PhillyTalent shall exercise its discretion to determine whether a particular Candidate’s domain of employment qualifies as an Eligible Field for the purpose of this Agreement.

I. “Mentor Income Share Percentage” is the percentage of Candidate’s salary that shall be owed to PhillyTalent as compensation for Mentor’s involvement in a Mentorship with Candidate. The Mentor Income Share Percentage shall be clearly indicated in any Offer of Mentorship extended to Candidate by a mentor.

J. “Offer of Mentorship” is a formal offer of mentorship extended via the PhillyTalent platform from a Mentor to Candidate.

J. “Income Share Cap” is 120 000 USD.

2. Mentorship and engagement with mentees

From time to time, Mentor may receive information from PhillyTalent regarding the education, professional history, skills and/or contact information of one or more Candidate(s) who are interested in receiving supervision, guidance or mentorship from Mentor under the terms of this Agreement (hereafter “Mentee Profiles”), for the purpose of allowing Mentor to determine whether they wish to offer Mentorship to those Candidate(s). Mentor hereby agrees not to divulge, reveal or otherwise make public any of the information provided by a Candidate in any Mentee Profile without the prior written consent of that Candidate.

PhillyTalent and Mentor hereby agree to the following:

A. Mentor may review the online profiles of any Candidates accessible to Mentor via the Services. Mentor understands that PhillyTalent cannot guarantee the accuracy of the information contained in any Mentee Profile.

B. Mentor may request to chat with one or more Candidates. PhillyTalent may at its sole discretion decide not to notify a particular Candidate of Mentor’s request.

C. PhillyTalent may communicate to each Candidate whose Application was sent to Mentor whether or not Mentor is interested in interviewing them. PhillyTalent may at its sole discretion decide not to notify a particular Candidate of Mentor’s desire to interview them.

D. PhillyTalent does not guarantee that any Candidate shall accept any offer of Mentorship from Mentor.

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

F. PhillyTalent may provide to Candidate(s) who were not selected by Mentor information about any Candidate(s) who were selected Mentor, for the purpose of providing feedback to Candidate(s) who were not selected about how best to improve their applications.

G. Mentor may at any time extend an Offer of Mentorship to a Candidate. The 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 Mentor’s Offer of Mentorship.

H. The Formal Mentorship Period shall begin on the Mentorship Start Date.

I. Mentor shall make themselves available for a period of time no less than the Weekly Mentorship Commitment during each week of the Formal Mentorship Period. Mentor must make reasonable efforts to meet their Weekly Mentorship Commitment by offering convenient times to Mentees during the Formal Mentorship Period.

J. Mentor must notify Mentees immediately if at any time they become aware that they will be unable to meet their Weekly Mentorship Commitment during the Formal Mentorship Period.

K. In the event that Mentor is unable to fulfill the Weekly Mentorship Commitment on any particular week during the Formal Mentorship Period, Mentor will offer additional Mentorship in subsequent weeks to compensate.

L. In the event of a dispute over Mentor’s having fulfilled their responsibilities in regard to any Offer of Mentorship extended to any Candidate, Mentor hereby agrees that PhillyTalent shall, at its sole and exclusive discretion, determine whether the Mentor has fulfilled their obligations with respect to such Offer of Mentorship, and shall further determine what payments, if any, Mentor shall be eligible to receive in connection to such Offer of Mentorship.

M. If Mentor has fulfilled their Weekly Mentorship Commitment with respect to a particular Mentee throughout the Formal Mentorship Period, Mentor shall be entitled to a sum equal the Mentor Income Share Percentage multiplied by the Mentee’s annual pre-tax salary for the first year of the Mentee’s employment following the conclusion of the Formal Mentorship Period (hereafter “the Compensation”). Notwithstanding the preceeding, if the Mentee’s annual pre-tax salary exceeds the Income Share Cap, the Mentor’s Compensation shall be equal to Mentor Income Share Percentage multiplied by the Income Share Cap.

N. Mentor understands that they shall be entitled to no Compensation unless that Mentee becomes employed within two (2) years of the conclusion of the Formal Mentorship Period, in an Eligible Field. Mentor understands that they shall not be entitled to any fraction of the Compensation until PhillyTalent has received payment from the Mentee with whom they were engaged for Mentorship, for the corresponding fraction of the Mentee’s fee.

O. In the event that a Mentee should decline to continue to receive Mentorship from Mentor prior to the conclusion of the Formal Mentorship Period, including in the case in which Mentee becomes employed during the course of the Formal Mentorship Period, Mentor’s Compensation shall be determined by PhillyTalent, at its sole and exclusive discretion.

3. Compensation and payment schedule

The Compensation shall be paid to Mentor in monthly installments, the value of which shall be based upon each Mentee’s and self-reported monthly income. Unless otherwise specified in writing and agreed to by PhillyTalent and Mentor, the Compensation shall be payable as follows.

(i) Mentor shall receive no Compensation during the first month of Candidate’s employment.

(ii) Starting on the last day of the second month of Candidate’s employment, and for a total period of 11 months, PhillyTalent will bill Candidate monthly, for an amount equal to the Mentor Income Share Percentage, multiplied by 12 / 11. Within 72 hours of its receipt of each payment, PhillyTalent shall transfer each payment in its entirety to Mentor using Stripe, or an equivalent automated payment processing serivce. Mentor understands that there may be additional delays caused by the payment processing service used by PhillyTalent, and that PhillyTalent shall not be responsible for any such delays.

(iii) Mentor understands that they shall not be eligible for Compensation for Mentorship of a particular Mentee unless and until that Mentee is employed in an Eligible Field within two (2) years of the conclusion of the Formal Mentorship Period, in an Eligible Field. Mentor further understands that they shall not be eligible for and fraction of the Compensation for associated with any Mentorship unless and until payment is received from Mentee by PhillyTalent for the corresponding fraction of Mentee’s fee.

4. Confidentiality and intellectual property

A. Protection. PhillyTalent will use commercially reasonable efforts to protect any Confidential Information disclosed by Mentor to PhillyTalent or to the Candidate. Mentor shall use commercially reasonable efforts to protect any Confidential Information disclosed by PhillyTalent or by the Candidate to Mentor.

B. Ownership. Unless otherwise agreed upon in writing between Mentor and a particular Candidate, all right, title and interest in the work produces by that Candidate, including all copyright and intellectual property rights, shall belong to the Candidate.

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

F. 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 Mentor are agents of the other.

PhillyTalent’s relationship with Mentor shall be that of an independent contractor, and nothing in this Agreement should be construed to create a partnership, joint venture, or other association. Neither PhillyTalent nor Mentor are authorized to make any representation, contract, or commitment on behalf of the other party. PhillyTalent will be solely responsible for PhillyTalent’s income taxes in connection with the present Agreement, and Mentor will be responsible for all other taxes and assessments including without limitation sales, value-added, use and similar taxes, if applicable.

6. Compliance with laws

Mentor 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 Candidate(s), the work produced by any Candidate(s) or any part thereof.

The work produced by Candidate(s) and related information may be subject to export and import restrictions. Mentor 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 CANDIDATE.

8. Limitation of liability

Except for the Parties’ confidentiality obligations of 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 Compensation paid by PhillyTalent to Mentor under the present Agreement during the six (6) 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 the Party’s own breach of contract, negligence or intentional misconduct, including any claim of infringement of a third party’s intellectual property rights, where actions result in death or bodily injury to any person or damage to tangible or real property, 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 Province of Ontario, Canada and the parties agree to submit to the exclusive jurisdiction of any Ontario 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 Mentor (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 Mentorship Periods associated with Mentor are outstanding at the time of such termination. The following provisions shall survive termination of this Agreement for a period of five (5) years: Section 3, Section 4. Upon termination of this Agreement, PhillyTalent agrees to pay Mentor all Compensation due or accrued under this Agreement as of the date of such termination.

F. Assignment. Neither party will have the right to assign this Agreement to another party without the other party’s written consent, except that the other party may, upon written notice to the other party (and without the other party’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 Mentor 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 Mentor. No waiver by PhillyTalent or Mentor of any right under this Agreement shall be construed as a waiver of any other right. Neither PhillyTalent nor Mentor 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 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 Mentor 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 Candidates on the PhillyTalent network and Mentor.

Last updated on March 8th, 2019.© PhillyTalent 2019

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