Service Learning Agreement

InternPro.ai Works Best When:

• Company provides clear expectations, monthly deliverables, and weekly action items to interns.
• Company supports the education of interns through regular feedback and guidance.
• Company holds weekly meetings to review progress, set goals, and develop action plans.
• Interns have a clear understanding of their responsibilities and learning outcomes.
• The project provides the intern with beneficial learning experiences that enhance career readiness.

InternPro.ai Does Not Work Well When:

• Companies lack specific objectives or rely solely on vision without a framework.
• Meetings are inconsistent, with no regular plan or limited oversight over the team.
• Companies fail to provide meaningful learning experiences for interns or constructive feedback.
• Companies lack management experience or technical understanding, making it difficult to guide interns.

Successful InternPro.ai Companies Do the Following:

• Technical Support: Companies have technical skills to assist and teach interns.
• Project Management Oversight: Companies manage their intern through weekly tracking and assistance.
• Education Opportunity: Companies are committed to offering interns career advancement, resume development, and valuable work experience.

The continuous commitment of the Company to this experience and the interns' education is crucial for the success of individual projects.

Expectations of the Company Include:

• It is required that invitations, interviews, and weekly reporting be done through the InternPro.ai platform.
  • Review and accept, or decline applications within one week.
  • Review weekly progress reports promptly within one week.
  • Provide feedback on weekly reports.
  • Keep interviews to no more than 3.
  • Take-home interview evaluations will not exceed 2 hours and are only for evaluation and not to include work for the Company.
  • Exit interns from the project using the InternPro.ai platform process.
• Must have a clear project plan with defined deliverables or milestones.
• Conducts weekly meetings to review intern progress and provide new action items.
• Must actively foster intern skill development through project tasks, feedback, and appropriate learning opportunities (can be integrated in project deliverables).
• Must complete a monthly feedback form for each intern to aid in their career development.
• Review and respond to travel letters and work verification letters within one week of receipt.
• Process exit documentation within one week of an intern's exit date.

CRITICAL COMPLIANCE NOTICE: For-Profit Companies and DOL Standards

For-Profit vs. Non-Profit Legal Standards: The U.S. Department of Labor (DOL) subjects unpaid internships at for-profit companies to significantly more stringent scrutiny than those at non-profit organizations, educational institutions, or government agencies. While non-profits enjoy greater flexibility, for-profit companies must satisfy the rigorous "primary beneficiary test" under the Fair Labor Standards Act (FLSA), where all seven factors listed below must clearly favor the intern as the primary beneficiary of the relationship. If the balance of factors suggests the employer receives immediate operational advantage or displaces regular employees, the intern is legally classified as an employee and must be paid minimum wage plus overtime. Failure to comply can result in DOL investigations, back pay claims, liquidated damages, and penalties.

Why This Program Works: The University Partnership is Essential. InternPro is not a staffing agency—it is an educational platform operating through formal partnerships with accredited universities. All internships facilitated through InternPro are structured as service-learning experiences integrated into university academic programs. Students receive academic credit, complete coursework tied to their internship, and are supervised by university faculty. This robust educational framework is the foundation that permits unpaid participation at companies under DOL guidelines. Without this university partnership and academic integration, companies would struggle to justify unpaid internships and would face substantial compliance risk. By participating in InternPro, your company is engaging in a university-supervised educational program, not circumventing wage laws.

Audit Risks and Legal Consequences for Non-Compliance: For-profit companies attempting to host unpaid interns outside structured educational programs face serious legal and regulatory risks, including: (1) U.S. Department of Labor audits for wage and hour violations; (2) U.S. Citizenship and Immigration Services (USCIS) audits for companies hosting international students on F-1 visas (which can result in loss of ability to sponsor future visa holders); (3) claims for back wages, liquidated damages equal to back pay, and civil penalties; (4) class action lawsuits and adverse legal judgments; and (5) significant reputational harm. The Company acknowledges it bears sole responsibility for ensuring full compliance with the FLSA and all applicable federal, state, and local wage and hour laws. The Company further acknowledges that InternPro's university partnership and academic structure are critical compliance safeguards, and any attempt to circumvent this framework—such as directly hiring interns outside the program, pressuring interns to work beyond educational scope, or misrepresenting the nature of the internship—could expose the Company to all risks described above.

• The Company must abide by the Fair Labor Standards Act (FLSA):
  1. The intern is aware there is no expectation of compensation and you cannot promise, express, or imply compensation of any kind.
  2. The internship must provide training similar to an educational environment.
  3. The internship is tied to the intern’s education program.
  4. The internship accommodates the intern’s academic commitments.
  5. The internship’s duration is limited to a period which provides the intern with beneficial learning.
  6. The work complements, rather than displaces, the work of paid employees.
  7. The intern understands that the internship is conducted without entitlement to a paid job at the conclusion of the project.

The Company acknowledges and agrees that it bears sole responsibility for ensuring that all internship opportunities offered through the InternPro.ai platform, and its engagement with interns, strictly comply with the Fair Labor Standards Act (FLSA) requirements for unpaid internships, as well as all applicable state and local wage and hour laws. The Company further agrees to indemnify, defend, and hold harmless InternPro.ai, its affiliates, officers, directors, and employees from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or related to any actual or alleged failure by the Company to comply with such laws, including but not limited to claims of misclassification or unpaid wages.

Work Arrangements and Expense Reimbursement

The Company acknowledges and agrees that it is solely responsible for providing and executing a separate, legally binding agreement directly with each assigned intern ("Intern Agreement") prior to the intern commencing any project work or accessing sensitive Company information.

Company acknowledges that internships facilitated through InternPro are primarily remote. However, Company may request occasional on-site visits when necessary for educational purposes.

The Company's Intern Agreement must be reviewed and approved by the Company's own legal counsel to ensure it adequately protects the Company's interests and complies with all applicable laws and regulations. While InternPro may provide a sample template as a courtesy, the Company assumes full responsibility for the final agreement's content, execution, and legal sufficiency.

For on-site visits and expense reimbursement:

1. Company SHALL NOT provide any form of compensation to Interns for services rendered, as this would violate the educational nature of the internship and potentially create an employment relationship.
2. Company MAY reimburse Interns for reasonable expenses directly related to on-site visits, including travel, lodging, and meals.
3. Company must provide written documentation to the Intern PRIOR to any expenses being incurred, clearly specifying:
   • Which specific expenses are eligible for reimbursement
   • Maximum reimbursement amounts for each category
   • Required documentation for reimbursement claims
   • Timeline and process for reimbursement

Company responsibilities regarding expense reimbursement:

1. All expense reimbursements must be documented and records maintained for at least one year.
2. Company acknowledges that expense reimbursements must be truly reimbursements for actual expenses incurred and not disguised compensation.
3. Company agrees to indemnify and hold harmless InternPro from any claims, liabilities, or penalties arising from improper payment or compensation to Interns.

InternPro is not responsible for mediating or resolving disputes regarding expense reimbursements between Companies and Interns.

Work Verification and Reference Checks

The Company agrees to act as a point of contact for work verification and reference checks pertaining to interns hosted through the InternPro.ai platform. Upon receiving a request from a prospective future employer of an intern previously placed with the Company via InternPro.ai, the Company agrees to:

• Verify the dates of the internship placement.

InternPro.ai will provide the Company with the necessary identifying information for the intern and the dates of their placement to facilitate accurate verification and reference responses. The Company agrees to handle such requests in a timely and professional manner, consistent with applicable laws and regulations regarding references and privacy.

Placement Fee

I understand and agree that InternPro.ai invests significant resources in sourcing, vetting, and providing access to qualified interns. If my company/venture (the "Company"), or any of its affiliates or related entities, directly or indirectly hires or engages (as an employee, independent contractor, consultant, or in any other capacity, whether paid or unpaid) any individual who participated as an intern on a project with the Company through the InternPro.ai platform, either during their internship placement or within twelve (12) months following the conclusion of that intern's placement with the Company, the Company agrees to pay InternPro.ai a placement fee ("Placement Fee").

Placement Fee Structure: The Placement Fee shall be the greater of: (a) twenty percent (20%) of the individual's total anticipated first-year compensation package; or (b) ten thousand dollars ($10,000). The "total anticipated first-year compensation package" includes, but is not limited to, base salary, guaranteed bonuses, signing bonuses, estimated variable compensation (such as commissions or target bonuses), the fair market value of equity grants (whether stock options, restricted stock units, or other equity instruments), relocation allowances, housing stipends, car allowances, and the estimated value of employer-provided benefits (excluding standard health insurance).

Application to Unpaid Positions: If the individual is initially engaged in an unpaid capacity (such as a volunteer, unpaid contractor, or unpaid advisory role) following their InternPro.ai placement, the minimum Placement Fee of ten thousand dollars ($10,000) shall become immediately due and payable within fifteen (15) days of the individual's official start date in that unpaid capacity. If the individual subsequently transitions to a paid position with the Company or any of its affiliates or related entities within twenty-four (24) months of their initial engagement, an additional Placement Fee shall be calculated and paid if the twenty percent (20%) of the individual's first-year compensation package in the paid position exceeds the initial $10,000 fee already paid. The additional amount due shall be the difference between the 20% calculation and the $10,000 already paid.

Notification Requirements: I agree to notify InternPro.ai in writing within three (3) business days of extending an offer of employment or engagement (paid or unpaid) to such an individual, and again within three (3) business days of their acceptance and confirmed start date. The notification must include: (i) the individual's name; (ii) their proposed start date; (iii) whether the position is paid or unpaid; and (iv) if paid, the complete details of the first-year compensation package as described above.

Payment Terms: This Placement Fee is due and payable to InternPro.ai within fifteen (15) days of the individual's official start date with the Company or its affiliate/related entity. I acknowledge that this fee represents fair compensation for the recruitment, sourcing, and platform services provided by InternPro.ai, is not a penalty, and is consistent with industry standards and applicable laws, including those in the United States and California. If payment is not received within the specified timeframe, the outstanding amount shall accrue interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by law, whichever is lower) until paid in full.

Enforcement and Verification: Failure to provide timely notification or pay the Placement Fee constitutes a material breach of this Agreement. Any attempt to circumvent this fee by delaying hiring, using intermediaries, restructuring compensation to appear lower than actual value, engaging the individual through related entities not disclosed, or other evasive tactics will be considered a breach of this Agreement. In the event of such circumvention or breach, the Company agrees to pay: (i) the full Placement Fee as calculated above; (ii) liquidated damages equal to fifty percent (50%) of the Placement Fee amount; (iii) interest as specified above from the date payment was originally due; and (iv) all costs of collection, including reasonable attorney's fees. InternPro.ai reserves the right to audit compensation records related to any hired individual upon reasonable notice to verify accurate fee calculation, and the Company agrees to cooperate fully with such audits.

Representations and Warranties

The Company represents and warrants that:

• All information provided to InternPro.ai is true, accurate, current, and complete;
• It has the legal authority to enter into this Agreement and to perform its obligations hereunder;
• It has the necessary expertise, resources, and personnel to provide appropriate mentorship and educational experiences to interns.
• It will comply with all applicable laws, regulations, and industry standards in connection with its use of the platform and its engagement with interns;
• It will not infringe upon or misappropriate any intellectual property rights of any third party; and
• It will not engage in any deceptive, fraudulent, or unfair business practices.

Disclaimer of Warranties

INTERNPRO.AI PROVIDES THE PLATFORM "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE. INTERNPRO.AI DOES NOT WARRANT THAT THE PLATFORM WILL FUNCTION UNINTERRUPTED, SECURE, OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED.

Liability and Indemnification

The Company agrees to indemnify, defend, and hold harmless InternPro.ai, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's fees) arising from or related to: (i) the Company's use of the InternPro.ai platform; (ii) the Company's relationship with any intern; (iii) any breach of this Agreement by the Company; (iv) any violation of applicable laws or regulations by the Company; or (v) any dispute between the Company and an intern.

The Company acknowledges and agrees that InternPro.ai is not responsible for resolving disputes between Companies and interns, and that InternPro.ai shall not be liable for any damages, losses, or injuries arising from such disputes. The Company further acknowledges that InternPro.ai does not guarantee the performance, quality, or availability of interns, and that the Company assumes all risks associated with engaging interns through the platform.

IN NO EVENT SHALL INTERNPRO.AI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF INTERNPRO.AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INTERNPRO.AI'S TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY THE COMPANY TO INTERNPRO.AI DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Intellectual Property Clarification

The Company acknowledges and agrees that InternPro.ai does not claim any ownership rights in any work product, inventions, or intellectual property created by interns for the Company during their internship. All such intellectual property rights shall be governed exclusively by the separate Intern Agreement between the Company and the intern.

InternPro.ai expressly disclaims any responsibility for intellectual property disputes between Companies and interns. The Company is solely responsible for ensuring that its Intern Agreement adequately protects its intellectual property interests and complies with all applicable laws and regulations.

The Company agrees not to use the InternPro.ai name, logo, or trademarks without prior written consent from InternPro.ai. Similarly, InternPro.ai agrees not to use the Company's name, logo, or trademarks without prior written consent from the Company, except as necessary to facilitate the internship matching process on the platform.

Termination Rights

InternPro.ai reserves the right to terminate a Company's access to the platform immediately and without notice if the Company:

• Breaches any term of this Agreement;
• Fails to provide appropriate mentorship or educational experiences to interns;
• Engages in any unlawful, fraudulent, or deceptive practices;
• Uses the platform in a manner that could damage, disable, overburden, or impair the platform;
• Attempts to circumvent the Placement Fee;
• Harasses, threatens, or intimidates any intern or other user of the platform; or
• Fails to maintain an active InternPro.ai account.

Company may terminate this Agreement at any time through either of the following methods:

• Cancelling directly through the InternPro platform, which will serve as immediate written notice of termination; or
• Emailing a cancellation request to [email protected], which may take 1-5 business days to process.

Upon termination:

• The Company is responsible for cancelling their Stripe/payment subscription through the InternPro platform.
• The subscription will remain active until the end of the current billing period, and no refunds will be issued for terminations that occur mid-subscription period.
• All interns assigned to the Company will be immediately removed from the Company's projects and made available to other Companies.
• Company's access to the Platform will be deactivated at the end of the paid subscription period.

InternPro reserves the right to terminate a Company's access to the platform immediately and without notice for violations of this Agreement as outlined in the Termination Rights section.

The provisions of this Agreement relating to payment obligations, confidentiality, intellectual property, indemnification, limitation of liability, Placement Fee and dispute resolution shall survive termination of this Agreement.

Data Privacy and Security

The Company agrees to comply with all applicable data protection and privacy laws and regulations in connection with its use of the InternPro.ai platform and its engagement with interns. The Company shall implement appropriate technical and organizational measures to protect any personal data it processes in connection with this Agreement.

InternPro.ai will collect, use, and process the Company's data in accordance with its Privacy Policy, which is incorporated by reference into this Agreement. The Company acknowledges that InternPro.ai may use anonymized and aggregated data derived from the Company's use of the platform for analytics, platform improvement, and marketing purposes.

The Company shall not attempt to access, use, or disclose any personal data of interns beyond what is necessary for the legitimate purposes of the internship. The Company shall promptly notify InternPro.ai of any actual or suspected data breach affecting personal data processed in connection with this Agreement.

Platform Usage Terms

The Company agrees to use the InternPro.ai platform only for its intended purpose of facilitating educational internships. The Company shall not:

• Use the platform to solicit interns for purposes outside the scope of agreed projects;
• Attempt to bypass or circumvent any features or limitations of the platform;
• Upload, post, or transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable;
• Impersonate any person or entity, or falsely state or otherwise misrepresent its affiliation with a person or entity;
• Interfere with or disrupt the platform or servers or networks connected to the platform;
• Collect or store personal data about other users without their express consent; or
• Use the platform in any manner that could damage, disable, overburden, or impair the platform.

Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, civil unrest, government action, labor strikes or shortages, pandemic, epidemic, or widespread internet disruption. The affected party shall promptly notify the other party of the force majeure event and use reasonable efforts to resume performance as soon as possible.

Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties shall first attempt to resolve the matter through good faith negotiations. If the dispute cannot be resolved through negotiations within thirty (30) days, either party may submit the dispute to binding arbitration.

Any arbitration shall be conducted in accordance with the rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules. The arbitration shall take place in Maricopa County, Arizona. The arbitrator shall apply the laws of the State of Arizona, without regard to its conflict of laws principles. The arbitrator's decision shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

Electronic Signature Compliance

The parties agree that electronic signatures, whether digital or encrypted, are intended to authenticate this Agreement and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record.

The parties agree that this Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by electronic means, including by facsimile transmission or by electronic delivery in portable document format (.pdf) or other electronic format, shall be equally effective as delivery of a manually executed counterpart.

Company Authorization for Administrative Actions

1. The Company acknowledges and agrees that if they become unresponsive or fail to review and approve required documentation within the specified timeframes, InternPro is authorized to:
   1. Review and approve weekly progress reports on the Company's behalf
   2. Process and approve employment verification letters on the Company's behalf
   3. Process and approve travel letters on the Company's behalf
   4. Process and approve exit letters on the Company's behalf
2. InternPro will make reasonable attempts to contact the Company before exercising these rights, including email notifications and reminders.
3. If a Company fails to process an intern's exit documentation within one week of their exit date:
   1. InternPro administrators will be automatically notified
   2. InternPro will have the right to approve the exit documentation on the Company's behalf
   3. Such approval shall be considered binding as if executed by the Company directly
4. The Company agrees that any documentation processed by InternPro under these provisions shall be considered valid and authorized by the Company.

Acknowledgement and Agreement

Please check the following terms to acknowledge your understanding and agreement: