Unpaid Intern Training Agreement

This Unpaid Intern Training Agreement (hereinafter Agreement) is made by and between Oloop,
LLC, a limited liability company organized under the laws of the State of Illinois, and with its
principal place of business at 75 Executive Drive, Suite 329, Aurora, IL, 60504 (hereinafter referred to
as COMPANY), and the intern-trainee named below (hereinafter referred to as INTERN).
WHEREAS, COMPANY is in the business of providing Software consulting and development
services in accordance with the needs of COMPANY and COMPANY's Clients and
WHEREAS, INTERN desires to participate in the unpaid intern training program offered by
COMPANY, and COMPANY desires to allow INTERN to so participate, it is agreed as follows:
NOW, THEREFORE, in consideration of mutual promises, covenants and conditions set forth
herein, the parties hereto agree as follows:
1.
Scope of Duties; Compensation & Benefits. INTERN shall participate in technology
training and personal employment development programs provided by COMPANY (and/or its
affiliates) for the express benefit of INTERN, with the ultimate goal that INTERN may be placed on a
billable project of COMPANY and then become a paid employee of COMPANY following
completion of the training. The typical intern training program (the Internship Program) will
extend for a period of approximately 4 to 6 weeks, with additional periods for post-training
marketing, at the discretion of COMPANY. It is understood that INTERN does not replace or
displace any existing COMPANY employee, and COMPANY does not derive any immediate
advantage from the training activities that INTERN participates in. Accordingly, INTERN is not
entitled to any wages or compensation or employment benefits for the time spent in the Internship
Program, but INTERN may be permitted to reside in a COMPANY-provided guest apartment and
draw grocery allowances in conformance with COMPANY policy (which is subject to change at
discretion of COMPANY). In the event that INTERN does complete the Internship Program and is
then placed on a billable project of COMPANY, it is anticipated that INTERN and COMPANY will
enter into a separate employment agreement outlining the terms of the continued relationship, to
include reference to the pay rate applicable under the new employment agreement. Unless
otherwise agreed in writing by INTERN and COMPANY, INTERNs relationship with COMPANY
hereunder shall terminate 120 days after the original processing of the INTERNs Form I-9 by
COMPANY if INTERN has not been assigned to a billable project by COMPANY by said date.
INTERN agrees to adhere to applicable COMPANY policies, procedures and requirements in
participating in the Internship Program; and further agrees to exert his/her best efforts and to
conduct himself/herself in a professional manner in the performance of assigned tasks, as a
representative of COMPANY to the business community.
INTERN agrees to complete Form I-9 and make original documentation available for inspection at
the time of request by COMPANY.
2.
Reimbursement. In exchange for the provision of extensive training and other services,
INTERN hereby acknowledges and agrees to pay COMPANY $2,000.00 (Two Thousand Dollars) as
service fee. COMPANY hereby agrees to waive this service fee in the event either of the following
occurs: (a) if INTERN actually works for COMPANY and/or COMPANYs subsidiary company
(Oloop, LLC) as a consultant on projects totaling at least twelve (12) months or 2000 billable hours of
work; or (b) upon termination of this Agreement under Section 1 hereof due to the failure of
INTERN to be placed on a COMPANY billable project within 120 days of the commencement of
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original effective date of the INTERNs Form I-9. INTERN represents that he/she is not presently
working for any other entity or individual. If INTERN begins working for another entity or
individual before completing at least twelve (12) months of work for COMPANY and/or
COMPANYs subsidiary company, INTERN agrees to reimburse COMPANY the amount set forth
above unless INTERNs termination from COMPANY was due to COMPANYs failure to place
INTERN on a billable project within said 120-day period from the original processing date of the
INTERNs Form I-9. The service fee obligations of INTERN to COMPANY agreed to in this Section 2
shall remain in place and effective following the anticipated execution of any new employment
agreement(s) between COMPANY and INTERN, notwithstanding any general provisions in such
latter agreement(s) regarding it/them generally superseding all earlier agreements.
3.
Personal Service. INTERN agrees to personally perform the work assigned by COMPANY,
and agrees not to subordinate that responsibility in any way.
4.
Exclusivity. INTERN agrees that during the term of this Agreement that he/she will engage
in full-time training and service only for COMPANY and/or COMPANYs subsidiary company
upon direction by COMPANY, and he/she will not engage in a related or competing business.
INTERN agrees not to use his/her relationship with COMPANY to establish a personal business or
employment relationship or contacts with COMPANYs Client(s) and agents contrary to the terms of
this Agreement.
5.

Non-Competition, Non-Solicitation, and Non-Hire.

(a) During the term of this Agreement, and for twelve (12) months thereafter, INTERN agrees
not to, in any individual or representative capacity, directly or indirectly, solicit, provide or
attempt to provide any services to or for the benefit of any COMPANY Client or Client's
Client(s), or to which INTERN has been introduced, or about which INTERN has received
information through COMPANY.
(b) During the term of this Agreement, and for twelve (12) months thereafter, INTERN agrees
not to, in any individual or representative capacity, directly, or indirectly, hire, solicit, or in
any manner encourage COMPANY interns, employees, and/or contractors to leave
COMPANY employment.

6.
Confidentiality and Non-Disclosure. INTERN acknowledges that confidential information
and materials regarding COMPANY and its Clients have been, or will be disclosed to INTERN
solely by virtue of his/her relationship with COMPANY hereunder and for the purpose of assisting
INTERN in the performance of his/her duties. Such information and materials are to remain the
absolute and exclusive property of COMPANY and its Clients.
INTERN further agrees not to disclose, directly or indirectly, to any person including Clients,
coworkers, or other employees or interns of COMPANY, INTERN's future salary and compensation,
bill rates, and terms of employment, without prior written consent of COMPANY. (Disclosure to a
spouse or financial institution is permitted so long as no further disclosure is prohibited).
7.
Proprietary Rights. INTERN agrees that during the course of his/her employment, INTERN
shall fully and promptly disclose to COMPANY any and all inventions, improvements, discoveries,
innovations, developments, processes, techniques, designs, computer programs and other technical
materials conceived by INTERN during his/her term of relationship with COMPANY or for the
term of this Agreement whichever is greater, alone or with others, and that these shall remain the
exclusive property of COMPANY or its Client(s)
Upon request at any time during or after the terms of this Agreement, at the expense of COMPANY
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or COMPANY's Client, INTERN further agrees to assist COMPANY and/or COMPANYs Client(s)
including their attorneys, in application for patents or copyrights relating to such inventions,
processes and other materials mentioned under "Proprietary Rights.
8.
Direction. INTERN agrees to follow and abide by all applicable policies and procedures of
COMPANY, and INTERN acknowledges and agrees that COMPANY has the right to direct INTERN as
to which tools and technology INTERN will use on the job and the right to require that INTERN
perform the work in the order or sequence directed by COMPANY.
9.
Representations. INTERN warrants that all information provided to COMPANY (including
but not limited to resume, interview, and references) in arranging this relationship and/or obtaining
employment by COMPANY is true to the best of INTERN's knowledge, information and belief.
INTERN further warrants that he/she is not restricted by, and has no conflict of interest derived
from any prior or existing employment or other agreement or any other interest or obligations that
would interfere with INTERN performing as directed under this Agreement for COMPANY or
COMPANY Clients and that INTERN shall immediately inform COMPANY should such a
restriction or conflict arise. INTERN understands that any misstatement or lack of candor by
INTERN concerning his/her qualifications or experience shall be grounds for immediate discharge
by COMPANY and may subject INTERN to damages for any harm caused to COMPANY or
COMPANY's Client(s).
10.
Relationship at Will. INTERN acknowledges and agrees that he/she is an INTERN at
will and that either INTERN or COMPANY may terminate this relationship with or without cause.
Any obligations created under this Agreement shall survive termination of this relationship between
INTERN and COMPANY. INTERN acknowledges and agrees that COMPANY invests considerable
time and money to assign specific projects to the INTERN including initial training in proprietary
software. INTERN further agrees that he/she shall complete the assignment given by COMPANY to
minimize loss of time and investment to COMPANY.
11.
Resignation. INTERN covenants and agrees that if INTERN elects to terminate his/her
relationship with COMPANY said INTERN shall give at least two (2) weeks written notice to
COMPANY.
12.
Termination. COMPANY may terminate the relationship under this Agreement at any time
for any reason with a written notice.
13.
Remedies for Breaches. INTERN further acknowledges that money damages would be an
inadequate remedy for any breach of Section 4 through 7, as damages for such breaches are not
susceptible to exact measurement in dollars, and that COMPANY would be irreparably harmed by
any such breach by INTERN. Therefore INTERN further agrees and covenants that COMPANY, in
addition to all other herein set forth shall be entitled to equitable relief in the form of temporary
restraining orders, temporary injunctions, costs, and reasonable attorney fees.
14.
General. This Agreement shall be governed by the laws of the State of Illinois. The Parties
further agree, acknowledge and accept that venue for any and all litigation relative to the Agreement
shall be in the City of Aurora, State of Illinois.
15.
Severability. If any provision(s) of this Agreement is (are) found to be invalid or
unenforceable, the remaining provisions of this Agreement shall not be affected and shall remain in
force and effect. Further, the terms and conditions of this Agreement shall survive the termination of
INTERN's relationship with COMPANY under this Agreement. COMPANY's failure to insist upon
strict performance of any terms and conditions of this Agreement shall not be construed as a waiver
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of COMPANY's rights and obligations nor INTERN's rights and obligation under this Agreement.
16.
Reservation of Rights. COMPANY reserves the absolute right to change the rules and
regulations of its business practices as COMPANY in its absolute sole discretion deems necessary.
17.
Credit Report, Drug, and Background Check. INTERN authorizes COMPANY to access
and review INTERN's credit report, drug and background check. By executing this agreement
INTERN authorizes COMPANY to review INTERN's credit report and conduct a background check
prior to commencing training. This authority shall survive the duration of INTERNs relationship
with COMPANY hereunder.
18.
Notices. All notices and other communications will be in writing and mailed to COMPANY
at 75 Executive Drive, Suite 329, Aurora, IL 60504, and to INTERN at his/her address as provided by
INTERN and set forth in COMPANY's records or provided in writing by INTERN. All notices shall
be considered received when sent and placed in the U.S. mail, first class postage prepaid with a
return address thereon.
19.
Merger Clause. Except as specifically provided herein, this is the entire Agreement between
the Parties and supersedes any and all previous written or oral agreement. All modifications of or to
the Agreement shall be in writing, dated and signed by both Parties to be binding and in full force
and effect.

The Parties aknowledge having read and understood this document in its entirety and having a
copy of the same.

COMPANY:

Oloop, LLC, an Illinois Limited Liability Company

By: ________________________________________________________
Name & Title: ______________________________________________
Date: ______________________________________________________

INTERN:

Please Write Clearly!

Interns Full Name: _________________________________________
Interns Signature: __________________________________________
Date: ______________________________________________________
Interns Date of Birth: _______________________________________
Interns Home Address: _____________________________________
___________________________________________________________
Please see the other attachment for the Interns voluntary EEOC form.
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