Candidate Deffered Fee Agreement

Prism Labs Inc (referred to here as “we”, “our” and “BridgeAcademy”) is a company that operates a mentorship and technical training program. Our services and mentor network may be accessed by users (referred to here as “you”, “your”, and “Candidate”) interested in receiving training from BridgeAcademy and mentorship from professional developers in exchange for a share of their future earnings.

WHEREAS Candidate desires to use BridgeAcademy’s online platform and services (“the Services”) to access online training materials and engage with one or more potential mentors (each a “Mentor”), these Mentors having entered into a separate agreement with BridgeAcademy;

AND WHEREAS BridgeAcademy desires to grant Candidate 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, BridgeAcademy and Candidate, 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 blockchain, web development, machine learning, data science 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, BridgeAcademy, 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, BridgeAcademy, 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 BridgeAcademy, 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 blockchain, web development, machine learning or data science. BridgeAcademy 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. “Prism Labs Fee Percentage” is the percentage of Candidate's salary that shall be owed to BridgeAcademy in exchange for Candidate's use of the Platform in connection with a Mentorship. Unless otherwise specified in writing, the Prism Labs Fee Percentage shall be equal to % of Candidate's salary, plus applicable taxes and transaction fees, for the first 36 months of Candidate's employment in an Eligible Field.

J. "Monthly Payment" means your Fee percentage times the amount of your Qualified Monthly Earnings.

K. “Payment Obligation” is the total amount of payment due from each monthly Payment over the total Payment Term, unless otherwise agreed to in writing by BridgeAcademy and the Candidate(s).

L. “Payment Cap" is the maximum amount that a Candidate will be paying back over the course of the Payment Term.

M. "Payment Term" means the term during which you pay us a fixed percentage of your Earned Income.

N. “Offer of Mentorship” is a formal offer of mentorship extended between BridgeAcademy and the Mentor.

2. Mentorship of and engagement with mentors

J. 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.

K. If Mentor has fulfilled their Weekly Mentorship Commitment with respect to a particular Candidate throughout the Formal Mentorship Period, BridgeAcademy shall be entitled to a sum equal the Payment Obligation, plus applicable taxes and transaction fees.

L. Candidate shall not owe the Payment Obligation unless Candidate becomes employed in an Eligible Field within two (2) years following the conclusion of the Formal Mentorship Period (hereafter, the "Repayment Period"), in an Eligible Field.

M. In the event that Candidate becomes employed during the Formal Mentorship Period, Candidate shall still owe the full Payment Obligation, subject to any adjustments determined by BridgeAcademy in its sole and exclusive discretion.

N. In the event that Candidate becomes employed in an Eligible Field during the Repayment Period, but subsequently loses that employment, Candidate shall not owe the Payment Obligation during the months Candidate is not employed. Notwithstanding the foregoing, if such a Candidate, having lost their earlier employment, should subsequently, and within the Repayment Period, find employment in an Eligible Field, Candidate shall owe the Payment Obligation associated with Candidate's new position. For clarity, the Payment Obligation shall be calculated based on the salary earned by Candidate in respect of each applicable employment for a total of 36 months.

3. Payment schedule

A. The Payment Obligation shall be payable starting on the first day of the Candidate’s employment in an Eligible Field, as follows:

B. Candidate hereby agrees to submit, within one month of hire, to BridgeAcademy evidence of employment salary. The forms acceptable to Prism Labs Include, but are not limited to, signed employment agreement, employer pay stub and T4 slips (collectively, "Proof of Salary"). Unless otherwise specified in writing between BridgeAcademy and Candidate, in the event that Candidate fails to provide Proof of Salary within 30 days, Candidate agrees that BridgeAcademy, in its sole discretion, may determine the Payment Obligation. Candidate further agrees to submit their credit card, or other payment information to BridgeAcademy as collateral for enforcement of this Agreement.

C. Candidate hereby agrees that, at BridgeAcademy request, Candidate shall make available to BridgeAcademy Candidate's tax filings for a period from the beginning of the Formal Mentorship Period, to up to three (3) years following the end of the Formal Mentorship Period, which may be used by BridgeAcademy as evidence of Candidate's employment status for the purpose of enforcing this Agreement.

D. BridgeAcademy and Candidate's Mentor may, at their sole and exclusive discretion, offer to defer payment for Candidate's employment until some pre-determined milestone has been reached (for example, Candidate's promotion to full-time status, Candidate's being offered a raise, or at an agreed-upon date). In the event of such a deferral, the salary used for the purpose of calculating the Payment Obligation owed to BridgeAcademy shall be Candidate's salary as of the deferred payment date. Specifically, if Candidate's salary increases between the date on which their employment begins, and the date to which their repayment has been deferred, then the new, higher salary will be used, and Candidate shall owe the corresponding, increased Payment Obligation.

4. Confidentiality and intellectual property

A. Protection. Both parties agree to protect the Confidential Information of the other party. For purposes of this Agreement, “Confidential Information” means all data and information that is disclosed to the other party during their relationship including, without limitation, documents, components, parts, information, drawings, data, sketches, plans, tracks, specifications, techniques, processes, software, algorithms, inventions and other materials, both written and oral, of a secret, confidential or proprietary nature, including, without limitation, any and all information relating to business models or practices, marketing, finance, forecasts, invention, research, design or development of information systems and any supportive or incidental subsystems, and any and all subject matter claimed in or disclosed by any patent application in preparation, prepared or filed by or on behalf of the disclosing party, in any jurisdiction, and any amendments or supplements thereto.

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

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

6. 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 BridgeAcademy nor Candidate are agents of the other, and neither are authorized to make any representation, contract, or commitment on behalf of the other party.

6. Compliance with laws

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

The work produced by Candidate(s) and related information may be subject to export and import restrictions. Candidate 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 and International export laws). Neither party shall use the work or related information for any purposes prohibited by applicable laws.

7. Disclaimer of warranties



8. Limitation of liability

Except for the Parties’ confidentiality obligations in 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 BridgeAcademy with respect to the present Agreement will in no event exceed the aggregate Payment Obligation paid by Candidate to BridgeAcademy 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 any claim of infringement of a third party’s intellectual property rights, 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 Delaware, USA and the parties agree to submit to the exclusive jurisdiction of any Delaware 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 BridgeAcademy and Candidate (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 Candidate 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 4. Upon termination of this Agreement, Candidate agrees to continue payments of all Payment Obligations due or accrued under this Agreement as of the date of such termination according to the payment schedule of Section 3.

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

Last updated on April 10, 2019.