Professional Participation Agreement
Last modified April 12, 2024
This PROGRAM Participation AGREEMENT (this “Agreement”), dated as of the last date of execution on the signature page hereto (the “Effective Date”), is entered into by and between Ampersand Professionals, Inc., DBA AscentUP, a Delaware corporation (“AscentUP”) and the individual set forth on the signature page hereto (“you”). You and AscentUP are each referred to in this Agreement as a “Party” and collectively as the “Parties.” Now, therefore, in consideration of the mutual promises contained herein and other good and valuable consideration, you and AscentUP agree as follows:
April 12, 2024
1. Term. Unless earlier terminated in accordance with this Section 1, this Agreement commences on the Effective Date and continues through the end of the Program Term, as defined on the signature page hereto (the “Term”). AscentUP may terminate this Agreement for any or no reason immediately upon delivery of written notice to you. Further, you may terminate this Agreement for any or no reason upon fourteen (14) calendar days’ prior written notice to AscentUP. Upon termination or expiration of the Term, all rights and duties of you and AscentUP will terminate, except Section 1 and Sections 4-9 will survive such termination or expiration.
2. Duties and Responsibilities. In consideration of your execution of this Agreement and compliance with all of its terms, AscentUP agrees to provide you, during the Term, with career building opportunities to learn about and acquire insight, skills, and experience in a particular industry or profession. AscentUP may provide such opportunities through a combination of educational curriculum and mentoring (the “Curriculum”). You acknowledge and agree that only upon successful completion of the Curriculum to AscentUP’s satisfaction, AscentUP may determine that you are a qualified applicant to have the opportunity to be connected with one (1) or more AscentUP clients (each a “Client”) to perform services as determined by and for Client in the form of an internship (an “Internship”) (the Curriculum and the Internship, collectively, the “Program”). You agree that you will actively participate in the Curriculum and use your best efforts, skills, and ability to perform the Internship, if applicable, in a competent and professional manner. You recognize that AscentUP or Client may request that some or all of the Program to be performed virtually.
3. Nature of Program, Compensation, and Hours.
a. Employment Relationship. You understand that during the Term, you will not have an employment relationship with AscentUP. If you enter into an employment relationship with Client during the Term, AscentUP shall not be liable for any employment related liabilities that may arise. You agree that as described in this Agreement, AscentUP does not guarantee that you will have the opportunity to participate in an Internship.
b. Compensation. The Program is for educational purposes and is meant to provide training similar to that which is provided in a traditional educational environment. As such, AscentUP shall not have any obligation to compensate you for any work or services you perform for a Client. However, during an Internship, you may be compensated by the Client for work you perform. Any said compensation from Client shall not create a liability for AscentUP to provide the certain compensation and AscentUP does not guarantee that you will be compensated for such Internship. You will not receive Compensation for any activity performed relating to participating in AscentUP’s program curriculum or mentoring. Rather, Compensation, if any, will be solely for Internship that you perform directly for the Client and will paid to you by the Client, within the sole discretion of the Client.
c. No Guarantee of Continued Employment. Though AscentUP aims to provide you with certain skills and experience necessary to procure full-time employment, you understand that neither AscentUP nor Client guarantees any form of employment at any time after the Program.
d. Performance. You shall demonstrate honesty, punctuality, courtesy, cooperative attitude, proper health and grooming habits, appropriate dress, and a willingness to learn. You shall furnish your supervisor with all necessary information pertaining to the Program, including related assignments and reports.
4. Assignment of Intellectual Property. You hereby assign to AscentUP or Client, as applicable, all inventions, novel ideas, improvements, or discoveries that you conceive or make, either alone or with others: (a) with the use of AscentUP’s or a Client’s time, materials, or facilities; (b) resulting from or suggested by your performance of Internship; or (c) in any way related to any business of AscentUP or Client. All such foregoing inventions, improvements, and developments (“Inventions”) will automatically become the property of AscentUP or Client, as applicable, immediately as you make or conceive them. You shall assist AscentUP or Client, as applicable, at their request, in every proper way to secure such party’s worldwide rights in any Inventions, which obligation shall continue after the expiration or termination of the Term. If AscentUP or Client is unable to secure your signature for the purpose of this Section 4, then you hereby irrevocably designate and appoint AscentUP and its officers and agents as your agent and attorney-in-fact, to act for and on your behalf to execute, file, and do all other lawfully permitted acts to accomplish this Section 4.
5. Policies and Procedures. You agree to comply with all AscentUP policies, manuals, and procedures, as may be provided to you from time to time. You understand that any violations may lead to disciplinary action, immediate termination of this Agreement, and/or legal action.
6. Disclaimer of Liability. ASCENTUP EXPRESSLY DISCLAIMS LIABILITY FOR ANY CLAIM, LOSS, OR LIABILITY OF ANY KIND RESULTING FROM ANY ACTION OR OMISSION OF YOU OR CLIENT OR ITS OFFICERS, MEMBERS, MANAGERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, OR REPRESENTATIVES. FURTHER, ASCENTUP EXPRESSLY DISCLAIMS LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR LOST PROFIT DAMAGES ARISING OUT OF ACTIONS OR OMISSIONS OF ASCENTUP, CLIENTS, OR ITS OR THEIR OFFICERS, MEMBERS, MANAGERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, OR REPRESENTATIVES ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE, EVEN IF THE BREACHING PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
7. Indemnification. You specifically agree to indemnify and hold harmless AscentUP against any and all claims, controversies, disputes, actions, damages, judgments, settlements, interest, awards, penalties, fines, costs, expenses, losses, or liabilities of whatever kind, including reasonable attorney’s fees (collectively, “Losses”) for any failure by you to comply with any of the terms of this Agreement.
8. Promotions; Data. AscentUP has the right at all times, during and after the Term, to use your name, likeness, pictures, and video in connection with the promotion of AscentUP’s services or for any other purpose deemed appropriate by AscentUP. Further, you hereby agree that, in consideration of the education and services you are receiving under this Agreement, you expressly authorize and consent to AscentUP’s use, licensing, and sale of any and all data provided by you to AscentUP, including, without limitation, any information entered into the application form for the Program or otherwise provided (collectively, “Data”). Data may be used, licensed, or exploited by AscentUP for the purpose of providing additional products or services to you or others, suggesting products or services that may be useful to you or others, or for any other reason.
9. Miscellaneous. This Agreement is the sole agreement and understanding between you and AscentUP concerning its subject matter, and it supersedes all prior agreements and understandings between you and AscentUP with respect to such matters. This Agreement is governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. All Parties hereto submit to both the jurisdiction and exclusive venue of the state and federal courts located in Harris County in the State of Texas. Any required notice shall be given in writing at the address of each Party as set forth on the signature page hereto, or to such other address as a Party may substitute by written notice to the other Party. In any legal action or other negotiation or proceeding brought to enforce the terms of this Agreement, the non-prevailing Party shall pay to prevailing Party all costs and fees incurred by such prevailing Party in such action, including, without limitation, all reasonable attorneys’ fees and out-of-pocket expenses. Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by you without the prior written consent of AscentUP. AscentUP may assign this Agreement. This Agreement may be amended or modified only by a writing signed by both you and AscentUP. Waiver of any term or provision of this Agreement or forbearance to enforce any term or provision by either Party does not constitute a waiver as to any subsequent breach or failure of the same term or provision or a waiver of any other term or provision of this Agreement. In the event any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without such provision. This Agreement is the result of the joint efforts of you and AscentUP, and there shall be no construction against either Party based on any presumption of that Party’s involvement or role in the drafting of this Agreement.
