Rules of Engagement Agreement

Welcome to the CapSource Community! You’ve likely found this page because you’re interested in — or have been invited to — participate in a CapSource Experiential Learning and Experiential Hiring Program (Programs) on the CapSource System (System).

 

This Rules of Engagement Agreement defines the User Roles associated with our Programs and sets expectations to ensure equity, fairness, and ultimately much better outcomes when those Users are involved in our Programs.

 

User Roles Defined (Users)
  • Students (Students) are learners and job candidates participating in Programs
  • Industry Partners (Partners) host Programs by providing access to information, coaching, and feedback
  • Academic Partners (Partners) are educational institutions that enroll Students into our Programs
  • Mentors & Educators (Mentors) serve as coaches to students

 

All CapSource Users Agree
  1. Our Programs are designed first and foremost to be a learning experience for the Students involved; value created for Industry Partners is a byproduct of the Student experience.
  2. All work derived from any Programs is owned by the Industry Partner. See Intellectual Property Assignment below for more information.
  3. Individual Students, CapSource, and/or any Mentors may or may not be monetarily compensated for participating in the Program. If you are unsure of the payment terms for your Program, please ensure to clarify that before starting. By default, our Programs are unpaid unless otherwise explicitly stated otherwise.
  4. If/when compensation is offered, Students are never considered full-time or part-time employees of Industry Partner. By participating in our Programs, they are assuming the role of an Outside Consultant and should be treated as independent third-parties.
  5. All CapSource Programs are designed to be in compliance with Fact Sheet #71 of the Fair Labor Standards Act. Compensation is always made clear. Students are never employees. Our programs are always first and foremost learning-focused. Students are always encouraged to apply for Academic Credit if they’re enrolled at an Academic Partner Institution when participating in our Programs. Our Programs are always aligned with course work. Our Programs will always be complementary to the Academic Calendar. Our Programs are always limited in duration and scope and clearly defined in the Program documentation. Student work always compliments and never displaces work of a normal full-time employee. Employment of any/all participating Students is never guaranteed at the conclusion of any Program.
  6. Students, Mentors, and Partners agree to keep sensitive information disclosed throughout the Program confidential, subject to the Mutual NDA included below.

 

Expectations of Individual Students and Student Teams:
  • Students are to communicate professionally, and in a timely manner; all communication should be responded to within two business days.
  • Students will be prepared for meetings and respect the time of Mentors that will be involved with their Program.
  • Students will not share, move, store, or modify files or documents provided by Partners and Mentors outside of CapSource and any Partner-approved forums.
  • Students are encouraged to track (and report) time contributed to Programs.
  • Students should be prepared to present the status of their Program within two business days when requested by Partners, Mentors, and/or CapSource.
  • Students agree to complete any Program, peer, self, or other evaluation within two business days (unless otherwise specified) when prompted by CapSource, Industry Partners, or Mentors in a timely and equitable way.
  • Students must be prepared within two business days to meet with CapSource, their Mentor, or their Industry Partner regarding individual and team performance when requested.
  • Students agree to try and mitigate team issues internally before escalating to Mentors. Truly problematic situations should be adjudicated through the Mentors before escalating to CapSource.
  • Students will abide by the included mutual Non-Disclosure Agreement (NDA), IP Assignment before, after, and during the Program.

 

Expectations of Industry and Academic Partners (Partners) and their Mentors:
  • Industry and Academic Partners are expected to allocate at least one Mentor who will be the main point of contact for the duration of any Program.
  • Should anything change about any Mentor’s employment status or position at Partner that would render him or her unable to continue working with Students during the duration of any Program, the Industry or Academic Partner will assign and on-board a new Mentor within two business days. Changes in management structure of any Program should be communicated both verbally and in written form to CapSource and all Students and Mentors involved in the Program.
  • Mentors should expect to meet with Students at least once per week for at least 30-minutes per session throughout the duration of the Program. The meeting forum is at the Mentor’s discretion. For example, Mentors and Students can agree to a web conference instead of meeting physically.
  • Mentors are encouraged to use Program data to improve Student performance. Mentors are expected to keep that Student information private unless it’s displayed publicly.
  • Any major changes to any Program should be communicated both verbally and in written form with Students and Mentors.
  • Partners and their Mentors will respond to inquiries and information requests within two business days.
  • The role of Mentors is to coach Students through any Program as subject matter experts and advisors; they should not be completing day-to-day Program responsibilities.
  • Mentors acknowledge that they are open to approved forms of communication at any point throughout any Program from CapSource, the Students, the Partners, and any other Mentors.
  • Mentors will respect the creative freedom of Students, even when contrary to their own recommendations.
  • Partners and Mentors are required to adhere to the following Mutual Non-Disclosure Agreement and the Intellectual Property Assignment.

 

Mutual Non-Disclosure Agreement (NDA):

This Mutual Non-Disclosure Agreement (NDA) is entered into between Partners, Mentors, and Students upon registering for the System and when participating in Programs.

This NDA is designed to protect the confidentiality of certain confidential information of the Partners, Mentors, and Students throughout the Program.

As used herein, the “Confidential Information” of Partners, Mentors, and Students will mean any and all technical and non-technical information disclosed by such Partners, Mentors, and Students (the “Disclosing Party”) to the other Partners, Mentors, and Students (the “Receiving Party”), which may include without limitation:

  1. Patent and patent applications
  2. Trade secrets
  3. Proprietary and confidential information, ideas, samples, media, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, algorithms, and formulae related to the current, future, and proposed products and services of each of the Partners, Mentors, and Students, such as information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and marketing plans
  4. Any other information that the Receiving Party knew, or reasonably should have known, was the Confidential Information of the Disclosing Party.

If the Confidential Information is embodied in tangible and/or digital material (such as documents, drawings, pictures, graphics, software, hardware, graphs, charts, or disks), it should be labeled as “Confidential” or bear a similar legend.  If the Confidential Information is disclosed orally or visually, it should be identified as such at the time of disclosure.

The Receiving Party agrees that at all times and notwithstanding any it will hold in strict confidence and not disclose to any third party any Confidential Information of the Disclosing Party, except as approved in writing by the Disclosing Party, and will use the Confidential Information of the Disclosing Party for no purpose other than the Program.

The Receiving Party will also protect such Confidential Information with at least the same degree of care that the Receiving Party uses to protect its own Confidential Information, but in no case, less than reasonable care.

The Receiving Party will limit access to the Confidential Information of the Disclosing Party to only those of the Receiving Party’s employees or authorized representatives having a need to know and who have registered for the System and are participating in the same Program and are also bound by this Rules of Engagement Agreement.

The Receiving Party will not have any obligations under this Agreement with respect to a specific portion of the Confidential Information of the Disclosing Party if such Receiving Party can demonstrate with competent evidence that such portion of Confidential Information:

  • Was in the public domain at the time it was disclosed to the Receiving Party;
  • Entered the public domain subsequent to the time it was disclosed to the Receiving Party, through no fault of the Receiving Party;
  • Was in the Receiving Party’s possession free of any obligation of confidence at the time it was disclosed to the Receiving Party; or
  • Was rightfully communicated to the Receiving Party free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party; or
  • Was developed by employees or agents of the Receiving Party independently of and without reference to any information communicated to the Receiving Party by the Disclosing Party; or
  • Was communicated by the Disclosing Party to an unaffiliated third party free of any obligation of confidence.

Notwithstanding the above, the Receiving Party may disclose certain Confidential Information of the Disclosing Party, without violating the obligations of this Agreement, to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that the Receiving Party provides the Disclosing Party with reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist the Disclosing Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued.

The Receiving Party will immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the Confidential Information of the Disclosing Party.

Upon termination or expiration of any Program, or upon written request of either Party, each Party will promptly return to the Disclosing Party or destroy all documents and other tangible materials representing the Disclosing Party’s Confidential Information and all copies thereof.

Confidential Information is and shall remain the sole property of the Disclosing Party.  The Receiving Party recognizes and agrees that nothing contained in this Agreement will be construed as granting any property rights, by license or otherwise, to any Confidential Information of the Disclosing Party, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information.

Neither Receiving Party will make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information of the Disclosing Party.  Neither this Agreement nor the disclosure of any Confidential Information hereunder shall result in any obligation on the part of either Party to enter into any further agreement with the other, license any products or services to the other, or to require either Party to disclose any particular Confidential Information. Nothing in this Agreement creates or shall be deemed to create any employment, joint venture, or agency between the Partners, Mentors, and Students.

The Receiving Party will not reproduce the Confidential Information of the Disclosing Party in any form except as required to accomplish the intent of this Program.  Any reproduction by a Receiving Party of any Confidential Information of the Disclosing Party will remain the property of the Disclosing Party and will contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by the Disclosing Party.

The non-disclosure of all Programs terminates two (2) years after the Program is completed.

Each Party’s obligations under this Agreement will survive termination of this Agreement and will be binding upon such Party’s heirs, successors, and assigns.

THE DISCLOSING PARTY IS PROVIDING CONFIDENTIAL INFORMATION ON AN “AS IS” BASIS FOR USE BY THE RECEIVING PARTY AT ITS OWN RISK.  THE DISCLOSING PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

CapSource Programs and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of New York, without giving effect to any conflicts of laws principles that require the application of the law of a different state.  This Rules of Engagement Agreement may be amended at any time. If it is, all registered Partners, Mentors, and Students will be notified by electronic mail using contact information provided at the time of System registration.

If any provision of this Rules of Engagement Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Rules of Engagement Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.  Any waiver or failure to enforce any provision of this Rules of Engagement Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

The Receiving Party will not export, directly or indirectly, any U.S. technical data acquired pursuant to this Rules of Engagement Agreement, or any products utilizing such data, in violation of the United States export laws or regulations.

All notices or reports permitted or required under this Rules of Engagement Agreement will be in writing and will be delivered by electronic mail. Notices will be sent to the addresses set forth when you registered for the System.

Intellectual Property Assignment:

  • Students and Mentors hereby irrevocably assign, grant and convey to Industry Partner all right, title and interest now existing or that may exist in the future in and to any intellectual property rights in any “Work Product” created throughout the Program, including all copyrights, trademarks and other intellectual property rights (including but not limited to patent rights) relating thereto.
  • Students and Mentors agree that any and all Work Product will be and remain the property of Industry Partner. Students and Mentors agree to execute, at Industry Partner’s request and expense, all documents and other instruments necessary or desirable to confirm such assignment.
  • Students and Mentors will not attempt to register any works created by Students and Mentors pursuant to this Agreement at the U.S. Copyright Office, the U.S. Patent & Trademark Office, or any foreign copyright, patent, or trademark registry.
  • Students and Mentors retain no rights in the Work Product and agree not to challenge Industry Partner’s ownership of the rights embodied in the Work Product.
  • Students and Mentors are permitted to showcase high-level details about these working relationships, including publicly available details about the Industry Partner and high-level details about their Program scopes for use on resumes, LinkedIns, portfolios, and other mechanisms typically used to showcase experience for future work.
  • Students and Mentors further agree to assist Industry Partner in every proper way to enforce Industry Partner’s rights relating to the Work Product in any and all countries, including, but not limited to, executing, verifying and delivering such documents and performing such other acts (including appearing as a witness) as Industry Partner may reasonably request for use in obtaining, perfecting, evidencing, sustaining and enforcing Industry Partner’s rights relating to the Work Product.

By registering for the CapSource System and Any Program, you acknowledge and agree that you have read the Rules of Engagement Agreement and agree to this Agreement, in addition to CapSource’s CapSource’s Terms of Service and Privacy Policy as the final, complete and exclusive agreement of the Partners, Mentors, and Students with respect to the subject matters hereof and supersedes and merges all prior discussions between the Partners, Mentors, and Students with respect to such matters.