Student Intern Agreement

Student Intern Agreement

By clicking the ‘I Agree’ button below, I hereby acknowledge and agree as follows:

By agreeing to the below terms and conditions, you (“Student Intern”) formalize your relationship with Self Prep LLC, a Colorado limited liability company (the “Company”), and join an elite group of tutors who have similarly passed the rigorous interview and vetting process. Your identifying information is specified on the last page of this Independent Contractor Agreement (“Agreement”). Your only obligations to MCAT Self Prep are referenced below, and you will be identified as a student intern on MCAT Self Prep’s Online Tutoring Platform as long as you comply with the terms and conditions of this Agreement. While it is important to familiarize yourself with the below terms and conditions, you should also understand that MCAT Self Prep is a platform that includes other tutors and clients who together ultimately determine whether to engage the other, not the Company.

1. The Company contracts with entities (including corporations, LLC’s, etc.), sole proprietors, or individuals who possess a background of education and experience in a variety of educational fields and who also possess the skills necessary to provide effective services. The Company does not possess the skills, services or personnel necessary to train, supervise or provide services to students and relies on independent contractors to provide such services.
2. Student intern has provided the Company with evidence of his, her, or its training and educational background and has participated in direct interviews with Company personnel. Student intern has otherwise complied with the Company’s process to review and examine prospective student interns.
3. Independent Contractor. This Agreement is NOT an employment agreement between student intern and the Company. Student intern’s status under this Agreement is that of an independent contractor and not that of an employee, agent or representative of the Company for any purpose. Nothing herein will be construed to create a partnership, joint venture, agency or employment relationship between student intern and the Company. The Company is not required to utilize student intern’s Services, and student intern may work for any other person or entity. Student intern shall remain free to pursue other professional and personal activities, provided such other activities do not violate the terms of this Agreement. This Agreement supersedes all other agreements of any nature whatsoever with regard to the subject matter hereof. Notwithstanding the foregoing, this Agreement shall have no effect on any part of any pre-existing or later entered into agreement by and between student intern and the Company regarding matters not addressed herein.
4. No Reimbursement of Expenses. The Company shall not be responsible for nor shall it reimburse student intern for any expenses student intern incurs in providing the Services during the term of this Agreement. Student intern’s sole compensation is set forth below.
5. Compensation. Student interns will be responsible for logging their hours when they are working on MCAT Self Prep projects, which will be evaluated at the end of a month. If the student intern is being compensated in tutoring, every 15 (fifteen) hours worked will earn the student interns 1 (one) hour-long tutoring session with one of our Elite Tutors. If the student intern is being compensated by wages, every hour worked will be paid the wage agreed upon by the student intern and the Company. 
6. Offices, Equipment, and Tools.  Student intern is an independent contractor and shall be fully responsible to provide all tools and materials, if any, necessary for him, her, or it to carry out the Services in a complete and professional manner. Tools, materials, and equipment shall be determined between student intern and client, not the Company. To the extent student intern requires or desires computers, calculators, reference materials, textbooks, notebooks, pens, art supplies or other materials or equipment student intern believes are necessary to provide the Services, student intern has sole discretion to use or not use any such material or equipment and shall be solely responsible for obtaining such material or equipment. Student intern shall be solely responsible to provide his, her, or its own office or working space and to arrange locations for the delivery of the Services as agreed upon by the client.
7. Tax Liability. The Company shall not pay any federal, state or local income tax, or any payroll tax of any kind and such taxes shall not be withheld or paid by the Company on student intern’s behalf or any of student intern’s employees or agents. Student intern acknowledges that student intern shall not be treated as an employee with respect to the Services performed under this Agreement for any purpose, including federal or state tax purposes. Student intern understands and agrees that student intern is responsible to pay his, her, or its income tax in accordance with federal, state and local law and that all withholdings for taxes and social security and other required payments to be made on student intern’s behalf and that of its employees and agents shall be student intern’s sole responsibility. Student intern acknowledges that the Company will file all required reports with the Internal Revenue Service and appropriate state and local agencies, which may include Form 1099-MISC and related state and local filings.
8. No Benefits. Student intern is an independent contractor and neither student intern nor student intern’s employees or agents shall be eligible for or entitled to any of the Company’s pension, health or other fringe benefit plans, if any, or any other benefits that the Company may extend to its employees from time to time. The Company is not obligated to obtain workers’ compensation or unemployment insurance on behalf of student intern or the employees of student intern. Student intern shall comply with workers’ compensation and unemployment insurance laws concerning student intern’s business and employees, if applicable.
9. Adherence to Applicable Laws. Student intern shall observe and comply with all laws, ordinances, regulations and rules of the federal, state and local governments and agencies that may be applicable to the Services.
10. Student intern shall not use the Company’s name, logo, or other identifying characteristics on any materials without an express representation that student intern is an independent contractor. Similarly, to the extent student intern identifies himself, herself, or itself with the Company, it shall reflect that student intern is an independent contractor.
11. Competition and Non-Solicitation. In consideration of the opportunity to be a part of the Company’s platform, student intern expressly agrees as follows:
    1. 1. Non-Solicitation of Clients. Student intern agrees that during the term of this Agreement and for a period of two (2) years following the termination of this Agreement for any reason:
          1. Student intern will not solicit any of the clients student intern obtained or worked with through Company’s platform for the purpose of providing tutoring or related services and shall not directly or indirectly induce any client of the Company to request tutoring services from student intern or any corporation, partnership, limited liability company or other entity which student intern may work for or with for the purpose of offering tutoring or other services.
          2. Student intern will not directly or indirectly accept a request for tutoring or related services from a person who is or has been a client of the Company with whom student intern worked during the Term of this Agreement or for a period of two (2) years following the termination of the Agreement.
          3. For purposes of this Section, student intern agrees that these limitations shall apply to student intern and to any person or entity which student intern works for or with. It shall also include the immediate family of the Company’s client and all referrals student intern or tutors receive as a result of student intern’s relationship with the client (student and student’s family).
       2. Non-Solicitation of Contractors. Student intern agrees that during the term of this Agreement and for a period of one (1) year following the termination of this Agreement for any reason, Student intern shall not, directly or indirectly hire, solicit, or encourage any student intern under contract with the Company to leave the Company and/or hire any such student intern or tutor who has left the Company’s employment or contractual engagement within one (1) year of such engagement.
       3. Non-Exclusivity. The Company and student intern agree that, during and after the term of this Agreement, student intern may work with any person or entity and may compete with the Company in the offering of tutoring services subject to the specific restrictions set out above.
12. Non-Disparagement. Student intern agrees that student intern will not, during the term of this Agreement, make any statement or take or omit to take any action, the effect of which is to criticize or otherwise disparage in any way the Company or any of its management, employees, agents, other tutors, student interns, or clients. Student intern further agrees that student intern will not interfere in any manner with the business of the Company or its management, employees or other tutors or student interns.
13. Remedies and Indemnification. In the event of any breach of this Agreement by either party, the parties shall be entitled to all remedies provided at law or in equity. Additionally, certain of the Company’s rights set forth in this Agreement cannot reasonably or adequately be compensated by damages in an action at law and student intern agrees that in such event, the Company shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this Agreement by student intern. Additionally, student intern agrees to indemnify, defend, save, and hold the Company, and its affiliates and employees, from and against all liabilities, damages, judgments, claims, costs and expenses for and including reasonable attorneys’ fees, as a result of or arising out of (a) any breach of any obligation, representation or warranty contained in this Agreement; (b) any employment or other taxes that are or may be claimed owed from student intern and related to compensation paid to student intern hereunder; (c) student intern’s violation of any laws, ordinances, codes, regulations, or guidelines; and (d) for student intern’s activities in connection with providing Services pursuant to this Agreement.
14. Cost of Enforcement. In the event suit is brought for the enforcement of, or the declaration of rights pursuant to this Agreement or as the result of any alleged breach of any restriction, covenant or other provision of this Agreement, the prevailing party shall be entitled to recover its costs and expenses, including reasonable attorneys’ fees and costs, from the losing party, whether at the trial level, on appeal, in arbitration, or in bankruptcy proceedings, and any judgment or decree rendered in such proceedings shall include an award thereof. The amount of attorneys’ fees and costs shall be set by the court or arbitrator and not by a jury.
15. Survival. All of those provisions of this Agreement that require performance by either party following termination of student intern’s engagement by the Company hereunder shall survive any termination of this Agreement.
16. Successors and Assigns. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.
17. Choice of Law. The laws of the State of Colorado shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.
18. Limitation of Liability.  THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES OR PLATFORM, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE PLATFORM. OTHER THAN DAMAGES ACTUALLY INCURRED BY STUDENT INTERN, IN NO EVENT SHALL THE COMPANY BE LIABLE TO STUDENT INTERN FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE).
19. Agreement to Arbitrate. Company and student intern acknowledge and agree that any dispute or claim arising out of this Agreement (excluding a claim for injunctive relief), including claims arising under the Fair Labor Standards Act, shall be subject to final and binding arbitration.  The arbitration will be conducted by one arbitrator who is a member of the American Arbitration Association (“AAA”) and will be governed by the Model Employment Arbitration rules of the AAA.  The arbitrator shall have all authority to determine the arbitrability of any claim and enter a final binding judgment at the conclusion of any proceedings.  Any final judgment may be appealed only on the grounds of improper bias or improper conduct of the arbitrator
20. CONTRACTOR TRNASFER OF COPYRIGHTS AGREEMENT (Note: This is an “All-Rights” transfer of copyright, i.e., assignor relinquishes all rights under copyright). FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby acknowledged student intern (“Assignor”), hereby irrevocably transfers and assigns to Self Prep LLC (“Assignee”), its successors and assigns, in perpetuity, all right (whether now known or hereinafter invented), title, and interest, throughout the world, including any copyrights and renewals or extensions thereto, in all materials (including but not limited to all passages, questions, solution explanations and the like) for which the Assignor was financially compensated by the Assignee.
21. ITEM WRITING CONTRACTOR NON-COMPETE AGREEMENT. For good and valuable consideration the receipt of which is hereby acknowledged, student intern (Contractor), the undersigned Contractor hereby agrees not to directly or indirectly compete with the business of MCAT Self Prep (Company) and its successors when it comes to producing practice materials. The Contractor acknowledges that the Company may, in reliance of this agreement, provide the Contractor access to trade secrets, customers and other confidential data and goodwill. The Contractor agrees to retain said information as confidential and not to use said information on his or her own behalf or disclose same to any third party. The Contractor also agrees to take reasonable security measures to prevent accidental disclosure. The Contractor shall not own, manage, operate, consult or be employed in a business substantially similar to, or competitive with, the present business of the Company as it pertains to the production or dissemination of study materials, instruction, or practice materials relating to the Medical College Admissions Test or other similarly related business activity in which the Company may substantially engage during the term of employment. This non-compete agreement shall be in full force and effect during the period of employment and for eighteen months following employment termination, notwithstanding the cause or reason for termination. This agreement shall be binding upon and inure to the benefit of the parties, their successors, assigns, and personal representatives.
22. THERE SHALL BE NO RIGHT OR AUTHORITY, AND STUDENT INTERN EXPRESSLY WAIVES ANY SUCH RIGHT OR AUTHORITY TO ARBITRATE ANY CLAIMS ON A CLASS ACTION OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC, OTHER EMPLOYEES OF COMPANY, OTHER STUDENT INTERNS THAT HAVE SIGNED THE SAME OR SIMILAR AGREEMENT AS THIS AGREEMENT, OR OTHER PERSONS SIMILARLY SITUATED TO STUDENT INTERN.
23. Term of Agreement; Termination. The term of this Agreement shall commence on the date specified on the last page of this Agreement and shall continue for a period of thirty (30) days unless sooner terminated in accordance with this Agreement. Thereafter, this Agreement shall automatically renew for successive thirty (30) day terms unless and until terminated in accordance with the provisions of this Agreement.