BETWEEN:

The undersigned (“Participant”);

AND:

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

AND:

RIDEGUIDE INC., the external organization or entity on whose behalf the project is being conducted (“Company”).

1. Purpose of the Agreement

The Company and the Participant have agreed that the Participant will take part in a project as generally set forth in Schedule A attached hereto (the “Project”). The Project will be conducted under the guidance and supervision of the Company, the Facilitator, and the Participant’s University (should the project be associated with a course, internship or degree program).

The Participant acknowledges that:

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

2. Definitions

1. 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. This includes, but is not limited to, trade secrets, business plans, financial data, designs, reports, algorithms, and other information designated as confidential.
2. Intellectual Property Rights: Includes all copyrights, patents, trademarks, trade secrets, and other proprietary rights worldwide, whether registered or unregistered.
3. 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.
4. Participant Background Technology: Intellectual property or skills that pre-existed the Project 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:

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

3.2 Exceptions

The obligations of confidentiality do not apply to information that:

1. Becomes public through no breach of this Agreement.
2. Was known to the Participant prior to disclosure by the Company, as evidenced by written records.
3. 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

1. All Work Products created during the Project, including notes, designs, inventions (whether patentable or not), and other intellectual property, shall be the sole property of the Company.
2. 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

1. The Participant waives any claim to royalties or compensation for Work Products, including rights under Section 134 of the Patents Law of 1967.
2. 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

1. Intellectual property pre-existing the Project or independently developed by the Participant shall remain the Participant’s property.
2. 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

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

6. Compliance with Laws and Policies

1. The Participant agrees to:
2. Adhere to all applicable laws and regulations during the Project.
3. Follow all policies and guidelines provided by the Company and Facilitator.

7. No Liability

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

8. Termination

1. 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.
2. 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 the Company is registered in.

11. Entire Agreement

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