Internship Agreement (US) by OLL
Standard US internship agreement template with options for paid or unpaid roles and IP protection from OLL's vetted library of legal templates
INTERNSHIP AGREEMENT
This Internship Agreement (this "Agreement") is entered into as of [effective date] by and between [company legal name], a [company state of formation] [company entity type] with its principal place of business at [company address] (the "Company"), and [intern full legal name], an individual residing at [intern address] (the "Intern"). The Company and the Intern are each a "Party" and together the "Parties".
WHEREAS, the Company offers an internship program designed to give the Intern practical experience in [field or department];
WHEREAS, the Intern wishes to undertake the internship on the terms set out in this Agreement; and
NOW, THEREFORE, in consideration of the mutual promises set out below, the Parties agree as follows:
1. ENGAGEMENT AND TERM
1.1 Engagement. The Company engages the Intern to serve as [internship title], reporting to [supervisor name and title] or such other supervisor as the Company designates from time to time.
1.2 Term. The internship begins on [start date] and ends on [end date] (the "Term"), unless ended earlier under Section 12.
1.3 At-Will Status. Unless this Agreement specifies a fixed end date that the Parties agree is binding, the internship is at-will. Either Party may end the internship at any time, for any lawful reason, with or without cause and with or without notice, subject only to Section 12.
Note: "At-will" is the default rule for working relationships in almost every US state. It means either side can walk away at any time for any lawful reason. If you want a guaranteed minimum duration for the Intern (for example because the role is tied to an academic semester), say so clearly in Section 1.2 — otherwise the at-will rule applies and either side can end the internship early.
2. DUTIES AND STANDARDS
2.1 Scope. The Intern will perform the duties described in Exhibit A (Scope of Work) and any other reasonable tasks the Company assigns that are consistent with the role.
2.2 Standards. The Intern will perform the duties honestly, with reasonable care and skill, and in line with written Company policies provided to the Intern, including any code of conduct, anti-harassment policy, IT and security policy, and equipment policy.
2.3 No Guarantee of Employment. The internship does not create a right to a permanent role with the Company at the end of the Term.
3. SCHEDULE, LOCATION, AND EQUIPMENT
3.1 Schedule. The Intern's expected schedule is [days and hours per week]. The Intern will record time worked using the Company's timekeeping process.
3.2 Location. The primary work location is [work location (remote, on-site address, or hybrid)]. The Company may change the location on reasonable notice.
3.3 Equipment. The Company will provide the equipment and access listed in Exhibit A. Company equipment is the property of the Company, must be used only for internship work, and must be returned in good condition (reasonable wear and tear excepted) at the end of the Term or on the Company's request.
4. INTERNSHIP CLASSIFICATION
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About this template
What is this template?
This is a comprehensive US-centric internship agreement that distinguishes between paid employee interns and unpaid educational interns. It contains mandatory federal Defend Trade Secrets Act notices and specific IP carve-outs for nine US states. It is not an independent contractor agreement or a general permanent employment contract.
When should you use it?
Use this when hiring a student or trainee in the United States for a temporary role that involves access to Company systems or the creation of IP. Use an Employment Agreement (US) instead if the role is intended to be permanent and benefits-eligible.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1 | ENGAGEMENT AND TERM | Establishes an at-will relationship by default unless a fixed end date is specified by the Parties in Section 1.2. |
| 4 | INTERNSHIP CLASSIFICATION | Requires a choice between Option A for paid employees or Option B for unpaid interns tied to academic credit. |
| 6 | CONFIDENTIALITY | Obliges the Intern to protect non-public information for 3 years post-termination, or indefinitely for trade secrets. |
| 7 | TRADE SECRET IMMUNITY NOTICE | Provides the mandatory federal notice under 18 U.S.C. Section 1833(b) regarding confidential disclosures to government officials. |
| 8 | INTELLECTUAL PROPERTY AND INVENTIONS | Assigns all Work Product to the Company while including statutory carve-outs for interns in California, Delaware, and seven other states. |
| 12 | TERMINATION | Permits at-will termination by either Party upon a specified notice period or immediate termination by the Company for material breach. |
| 13 | NON-SOLICITATION | Restricts solicitation of customers or employees for 6 to 12 months, with a specific trade-secret-focused variant for California and DC. |
| 14 | LIMITATION OF LIABILITY | Caps total liability at a specified dollar amount while excluding indirect or punitive damages except for confidentiality breaches. |
| 15.5 | Sexual Harassment and Sexual Assault Carve-Out | Ensures the Intern may elect to bring harassment or assault claims in court despite any arbitration election in Section 15.4. |
Who it's for
- a US company engaging an intern for a fixed period with IP assignment needs
- an employer needing a compliant unpaid internship structure tied to academic credit
- a startup hiring interns in California or Washington requiring specific statutory invention notices
- businesses seeking to include optional arbitration while complying with federal harassment carve-outs
How long it runs and how it's signed
Law it's drafted under
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