PROJECT AGREEMENT

Please kindly read and review the following agreement, agree and sign. Thank you.

Participating in projects and executing associated agreements provides participants with invaluable experiential learning opportunities. By engaging in a professional collaboration, participants gain firsthand experience in navigating legal agreements, understanding intellectual property rights, and adhering to confidentiality obligations—skills essential for future academic and professional endeavors. This process mirrors real-world scenarios where such agreements are foundational to innovation, partnerships, and career development. It also instills a deeper appreciation for the structure and responsibility involved in protecting proprietary information and contributing to impactful projects in a professional setting.

Peblink Project Participant Agreement and Proprietary Undertaking

This Agreement (“Agreement”) is entered into by and between:

The individual participant who registers for a Peblink account and/or engages in any project facilitated by Peblink (“Participant”);

AND:

Peblink, Inc. (“Facilitator”), a company incorporated under the laws of Delaware, USA; and

AND:

The entity or entities on whose behalf the project or projects may be conducted, whether it be Peblink itself or a third party organisation (“Company”).

By registering for a Peblink account, participating in a Peblink-facilitated project, or agreeing to Peblink’s Terms of Use, the Participant acknowledges and agrees to be bound by the terms of this Agreement.

1. Purpose of the Agreement

The Participant agrees to take part in one or more projects facilitated by Peblink (the “Facilitator”), which may be conducted on behalf of Peblink or a third-party client (each a “Company”), as outlined in project-specific descriptions or communications (each, a “Project”).

The Project(s) will be conducted under the guidance and supervision of the Company and/or the Facilitator, and/or with the Participant’s University (should the project be associated with a course, internship or degree program).

The Participant acknowledges that:

They are not an employee of the Company, the Facilitator, or any other entity mentioned in this agreement.
Participation in the Project(s) is voluntary and does not entitle them to any form of compensation.

2. Definitions

Confidential Information: Includes all proprietary and non-public information, whether technical, business, or otherwise, disclosed by the Company to the Participant or accessed during the Project(s). This includes, but is not limited to, trade secrets, business plans, financial data, designs, reports, algorithms, and other information designated as confidential.
Intellectual Property Rights: Includes all copyrights, patents, trademarks, trade secrets, and other proprietary rights worldwide, whether registered or unregistered.
Work Products: All materials, inventions, designs, or other deliverables created by the Participant during the Project or using the Company’s resources, Materials, or Confidential Information.
Participant Background Technology: Intellectual property or skills that pre-existed the Project(s) or were independently developed by the Participant without use of the Company’s Confidential Information or Materials.

3. Confidential Information

3.1 Obligations of Confidentiality

The Participant agrees to:

Treat all Confidential Information with the utmost care, using at least the same degree of care used to protect their own confidential information.
Use Confidential Information solely for the purposes of the Project(s) and for the benefit of the Company.
Not disclose any Confidential Information to third parties without prior written consent from the Company and Facilitator.
Not disassemble, reverse engineer, or make unauthorized copies of Confidential Information.

3.2 Exceptions

The obligations of confidentiality do not apply to information that:

Becomes public through no breach of this Agreement.
Was known to the Participant prior to disclosure by the Company, as evidenced by written records.
Is lawfully obtained from a third party without restrictions on disclosure.

3.3 Return of Confidential Information

Upon the Company’s request or the termination of this Agreement, the Participant must return or destroy all Confidential Information and materials embodying such information.

4. Ownership Rights

4.1 Ownership of Materials and Work Products

All Work Products created during the Project(s) shall be the sole property of the entity for whom the Project(s) is/are conducted, whether that be Peblink or a third-party Company, as determined by the Facilitator and/or stated in the Project description.
In the absence of explicit assignment, the Facilitator shall determine the appropriate IP beneficiary between Peblink and the Company.
Work Products are deemed “work made for hire.” To the extent they are not, the Participant assigns all rights to the Company.

4.2 Waivers

The Participant waives any claim to royalties or compensation for Work Products, including rights under Section 134 of the Patents Law of 1967.
The Participant agrees not to bring any claims regarding Work Products before the Committee for Compensation and Royalties.

4.3 Moral Rights

To the extent permitted by law, the Participant waives all moral rights to the Work Products and consents to any action by the Company that may otherwise infringe such rights.

4.4 Participant Background Technology

Intellectual property pre-existing the Project(s) or independently developed by the Participant shall remain the Participant’s property.
If such technology is necessary for the use of the Work Products, the Participant grants the Company a perpetual, royalty-free license to use it.

5. No Compete

The Participant agrees not to engage in any competing business, directly or indirectly, during the Project(s) and for 12 months thereafter, without prior written consent from the Company and Facilitator.
This includes consulting, employment, or other participation in projects with competitors.

6. Compliance with Laws and Policies

The Participant agrees to:
Adhere to all applicable laws and regulations during the Project(s).
Follow all policies and guidelines provided by the Company and Facilitator.

7. No Liability

The Facilitator’s role is limited to connecting the Participant and the Company and providing logistical and educational support.
The Participant releases the Company and Facilitator from any claims, liabilities, or damages arising from their participation in the Project(s).

8. Termination

This Agreement may be terminated by the Company at any time upon written notice if the Participant breaches its terms or fails to meet Project requirements.
Termination does not affect the Company’s rights to Confidential Information, Work Products, or other provisions outlined in this Agreement.

9. Injunctive Relief

The Participant acknowledges that a breach of confidentiality or intellectual property obligations may cause irreparable harm to the Company. The Company shall be entitled to seek injunctive relief without the need to post a bond.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, USA.

11. Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes any prior agreements related to the Project(s).

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Agreement

BETWEEN:

The undersigned (“Participant”);

AND:

Peblink, Inc. (“Facilitator”), a company registered under the laws of Delaware, USA;

AND:

The entity or entities on whose behalf the project or projects may be conducted, whether it be Peblink or a third party (“Company”).

1. Purpose Of The Agreement

The Project(s) will be conducted under the guidance and supervision of the Company and/or the Facilitator, and/or with the Participant's University (should the project be associated with a course, internship or degree program).

The Participant acknowledges that:

They are not an employee of the Company, the Facilitator, or any other entity mentioned in this agreement.
Participation in the Project(s) is voluntary and does not entitle them to any form of compensation.
2. Definitions

Confidential Information: Includes all proprietary and non-public information, whether technical, business, or otherwise, disclosed by the Company to the Participant or accessed during the Project(s). This includes, but is not limited to, trade secrets, business plans, financial data, designs, reports, algorithms, and other information designated as confidential.
Intellectual Property Rights: Includes all copyrights, patents, trademarks, trade secrets, and other proprietary rights worldwide, whether registered or unregistered.
Work Products: All materials, inventions, designs, or other deliverables created by the Participant during the Project or using the Company’s resources, Materials, or Confidential Information.
Participant Background Technology: Intellectual property or skills that pre-existed the Project(s) or were independently developed by the Participant without use of the Company’s Confidential Information or Materials.
3. Confidential Information

3.1 Obligations of Confidentiality

The Participant agrees to:

Treat all Confidential Information with the utmost care, using at least the same degree of care used to protect their own confidential information.
Use Confidential Information solely for the purposes of the Project(s) and for the benefit of the Company.
Not disclose any Confidential Information to third parties without prior written consent from the Company and Facilitator.
Not disassemble, reverse engineer, or make unauthorized copies of Confidential Information.
3.2 Exceptions

The obligations of confidentiality do not apply to information that:

Becomes public through no breach of this Agreement.
Was known to the Participant prior to disclosure by the Company, as evidenced by written records.
Is lawfully obtained from a third party without restrictions on disclosure.
3.3 Return of Confidential Information

Upon the Company’s request or the termination of this Agreement, the Participant must return or destroy all Confidential Information and materials embodying such information.

4. Ownership Rights

4.1 Ownership of Materials and Work Products

All Work Products created during the Project(s) shall be the sole property of the entity for whom the Project(s) is/are conducted, whether that be Peblink or a third-party Company, as determined by the Facilitator and/or stated in the Project description.
In the absence of explicit assignment, the Facilitator shall determine the appropriate IP beneficiary between Peblink and the Company.
Work Products are deemed “work made for hire.” To the extent they are not, the Participant assigns all rights to the Company.
4.2 Waivers

The Participant waives any claim to royalties or compensation for Work Products, including rights under Section 134 of the Patents Law of 1967.
The Participant agrees not to bring any claims regarding Work Products before the Committee for Compensation and Royalties.
4.3 Moral Rights

To the extent permitted by law, the Participant waives all moral rights to the Work Products and consents to any action by the Company that may otherwise infringe such rights.

4.4 Participant Background Technology

Intellectual property pre-existing the Project(s) or independently developed by the Participant shall remain the Participant’s property.
If such technology is necessary for the use of the Work Products, the Participant grants the Company a perpetual, royalty-free license to use it.
5. No Compete

The Participant agrees not to engage in any competing business, directly or indirectly, during the Project(s) and for 12 months thereafter, without prior written consent from the Company and Facilitator.
This includes consulting, employment, or other participation in projects with competitors.
6. Compliance With Laws And Policies

The Participant agrees to:
Adhere to all applicable laws and regulations during the Project(s).
Follow all policies and guidelines provided by the Company and Facilitator.
7. No Liability

The Facilitator's role is limited to connecting the Participant and the Company and providing logistical and educational support.
The Participant releases the Company and Facilitator from any claims, liabilities, or damages arising from their participation in the Project(s).
8. Termination

This Agreement may be terminated by the Company at any time upon written notice if the Participant breaches its terms or fails to meet Project requirements.
Termination does not affect the Company’s rights to Confidential Information, Work Products, or other provisions outlined in this Agreement.
9. Injunctive Relief

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, USA.

11. Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes any prior agreements related to the Project(s).

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