Internship Agreement (US) by OLL
Establish a structured internship program in the US for either paid or unpaid positions. This agreement covers intellectual property assignment, confidentiality, and the Department of Labor's primary beneficiary test for educational classification.
INTERNSHIP AGREEMENT
Note: This template covers a US internship, whether paid or unpaid. Fill in Exhibit A and Exhibit B before anyone signs. The most important decision is Section 4: whether the internship is paid or unpaid. Get that wrong and the exposure is unpaid wages, not a contract dispute.
This Internship Agreement (this "Agreement") is made as of [effective date] 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".
In this Agreement, "including" means including without limitation, and references to a Section or Exhibit are to a Section or Exhibit of this Agreement.
RECITALS
A. The Company operates a business in the field of [company field of business] and offers a structured internship intended to give the Intern practical experience in that field.
B. The Intern wishes to take up that internship on the terms set out in this Agreement.
NOW THEREFORE, in consideration of the mutual promises below, the Parties agree as follows.
1. ENGAGEMENT AND TERM
1.1 Position. The Company engages the Intern in the position of [internship title] within the [department or team] team, reporting to [supervisor name and title] (the "Supervisor"). The internship is described in Exhibit B.
1.2 Term. The internship starts on [start date] and ends on [end date] (the "Term"), unless ended earlier under Section 12. The Term may be extended only by a written agreement signed by both Parties.
1.3 No Promise of Employment. This Agreement does not entitle the Intern to employment with the Company after the Term, and neither Party is obliged to offer or accept any further role.
Note: A fixed end date matters for both sides. It sets the Intern's expectations and, if the internship is unpaid, it supports the position that the internship is a limited training program rather than a job. Twelve weeks is the common length for a US summer internship; term-time internships usually run one academic semester.
Note: The no-promise-of-employment wording is one of the seven factors the Department of Labor weighs when deciding whether an unpaid intern is an employee in law. Leave it in even if you are paying the Intern, because it also stops an informal "see you in the fall" conversation turning into an implied contract.
2. DUTIES, SUPERVISION, AND LEARNING OBJECTIVES
2.1 Duties. The Intern will carry out the projects, tasks, and learning objectives set out in Exhibit B, together with related work the Supervisor reasonably assigns.
2.2 Supervision. The Intern will work under the close supervision of the Supervisor or another member of Company staff the Supervisor designates. The Company will provide the training, feedback, and review sessions described in Exhibit B.
2.3 Standard of Work. The Intern will perform the internship diligently and in good faith, follow the Company's lawful and reasonable instructions, and comply with the policies referred to in Section 7.
Note: Fill in Exhibit B properly. A one-line description like "general marketing support" is the single most common weakness in an internship file: it makes the program look like unpaid labor rather than training, and it leaves both sides without a shared record of what the Intern was meant to learn.
3. SCHEDULE, LOCATION, AND EQUIPMENT
3.1 Schedule. The Intern's scheduled hours are [scheduled days and hours per week]. Where the internship is tied to an academic program, the Company will make reasonable adjustments to accommodate the Intern's class schedule, examinations, and academic calendar.
3.2 Location. The Intern will work at [work location]. The Intern's primary work location for payroll, tax, workers' compensation, and employment law purposes is [primary work state].
3.3 Time Records. If the Intern is engaged under Option A in Section 4, the Intern will record all hours actually worked, including work performed remotely or outside scheduled hours, using the Company's timekeeping system, and will not perform work that is not recorded.
3.4 Equipment. The Company will provide the equipment and access listed in Exhibit A. The Intern will use it only for the internship and will return it under Section 11.
Note: Naming a primary work state is not administrative detail. Wage rules, workers' compensation, unemployment insurance, and the anti-discrimination statutes that apply to the Intern all follow where the work is actually performed, not where the Company is incorporated. For a fully remote intern, pick the state the Intern will actually be sitting in.
Note: Timekeeping applies to paid interns. A paid intern is almost always non-exempt, so every hour worked has to be recorded and paid, and hours over 40 in a workweek carry overtime at one and a half times the regular rate (29 U.S.C. Section 207(a)(1)). Unrecorded evening or weekend work is where wage claims come from.
4. INTERNSHIP CLASSIFICATION
Note: Use either Option A or Option B. Delete the option you do not use.
Note: Use Option A if the Intern will do work that helps the business run: shipping code, handling customers, producing content, processing data, or covering tasks a paid person would otherwise do. Use Option B only if the internship is genuinely a training program built around the Intern: tied to a school or academic credit, arranged around the academic calendar, closely supervised, hands-on learning that mirrors a classroom, and not filling a role the Company would otherwise hire for. If you are weighing it up, Option A is the safer choice.
Note: The rule behind this choice is the Department of Labor's primary beneficiary test, a seven-factor test in DOL Fact Sheet #71 that federal courts have applied since 2018. It asks who gets the main benefit of the arrangement, the Intern or the business. No single factor decides it. If the business is the primary beneficiary, the Intern is an employee and must be paid at least the applicable minimum wage plus overtime, whatever the paperwork says. Federal minimum wage is $7.25 per hour (29 U.S.C. Section 206(a)(1)(C)), and state and city minimums are higher across much of the country, so check the current rate published by the labor agency in the Intern's primary work state before setting pay.
Option A - Paid intern (default): The Intern is engaged as a paid, at-will, non-exempt employee of the Company for wage and hour purposes. The Company will comply with applicable federal, state, and local minimum wage, overtime, payroll tax, and timekeeping requirements. Pay is set out in Section 5 and Exhibit A. Either Party may end the employment at any time, with or without cause and with or without notice, subject to Section 12.
Option B - Unpaid educational intern: The Parties intend the internship to be unpaid and primarily for the Intern's educational benefit. The Intern is enrolled at [school or program name] and the internship is connected to that program as described in [academic credit or program connection details]. The Company will: (a) accommodate the Intern's academic calendar; (b) provide hands-on training comparable to a classroom setting; (c) supervise the Intern closely; and (d) ensure the internship complements, and does not displace, the work of paid staff. The Intern acknowledges that no wages are payable and that the internship carries no entitlement to a paid role at its conclusion.
Note: Fallback position if you want to run Option B but cannot meet every condition: pay the Intern at least the applicable minimum wage for all hours worked and use Option A. Paying a small hourly wage costs less than a back-wage claim, which can reach up to two years of unpaid wages (three for a willful violation) plus an equal amount again in liquidated damages, and it removes the classification argument entirely.
Note: Two state points worth checking before choosing Option B. California and New York both apply stricter tests than the federal one for unpaid internships at for-profit businesses, and each state's labor agency publishes its own criteria. Several states also extend anti-discrimination and anti-harassment protection to unpaid interns by statute, including California (Cal. Gov. Code Sections 12940(c) and 12940(j)(1)) and New York (N.Y. Exec. Law Section 296-c), so an unpaid intern is not outside those rules.
5. PAY, OVERTIME, BENEFITS, AND EXPENSES
5.1 Pay. If the Intern is engaged under Option A in Section 4, the Company will pay the Intern [hourly rate or stipend amount], payable [pay frequency] on the Company's regular payroll cycle, less required tax and other withholdings.
5.2 Overtime. If the Intern is paid and non-exempt, the Company will pay overtime at the rate required by applicable law for hours worked beyond the applicable daily or weekly threshold. The Intern will not work overtime without the Supervisor's prior written approval, and the Company will pay for approved and unapproved overtime actually worked.
5.3 Benefits. Except as required by law or as expressly stated in Exhibit A, the Intern is not eligible to participate in the Company's employee benefit plans. Plan documents govern eligibility in all cases.
5.4 Expenses. The Company will reimburse reasonable business expenses the Intern incurs on the Company's behalf, where approved in advance and supported by receipts, in line with the Company's expense policy. Where applicable law requires reimbursement of necessary business expenses, including home internet or mobile costs for remote work, the Company will reimburse as required whether or not pre-approved.
Note: A stipend is only safe if the effective hourly rate clears the minimum wage. Divide the stipend by the hours actually worked: if a $2,000 monthly stipend buys 45-hour weeks, the effective rate may fall below the floor and the shortfall is recoverable as unpaid wages. Paying an hourly rate against recorded hours avoids the arithmetic entirely.
Note: Market rate for a paid US intern at a startup or small business is typically an hourly wage set at or a little above the applicable state or city minimum, with technical and finance internships paying materially more. Market-standard language: "the Company will pay the Intern $[rate] per hour for each hour worked, less applicable withholdings."
Note: The last sentence of clause 5.4 matters for remote interns in California, Illinois, and a handful of other states that require employers to reimburse necessary business expenses. Confirm the position for the Intern's primary work state.
6. AGE, WORK ELIGIBILITY, AND REQUIRED PAPERWORK
6.1 Age. The Intern confirms that the Intern's date of birth is as stated in Exhibit A. If the Intern is under 18, this Agreement takes effect only once a parent or legal guardian has signed the acknowledgement on the signature page, and the Company will comply with applicable federal and state child labor rules on permitted hours, times of day, and prohibited occupations.
6.2 Work Eligibility. If the Intern is engaged under Option A in Section 4, the Intern will complete Form I-9 and provide acceptable proof of identity and work authorization within three business days of the Start Date, and will complete a Form W-4 and any state withholding form the Company requires.
6.3 Accuracy. The Intern confirms that the information the Intern has given the Company in connection with the internship is accurate, and that taking up the internship does not breach any agreement the Intern has with a third party.
Note: High school interns are common and the child labor rules are real. Federal law prohibits oppressive child labor (29 U.S.C. Section 212(c)) and allows the employer to be required to obtain proof of age (Section 212(d)); state rules layer on top and are often stricter on hours during term time, late-evening work, and hazardous tasks. Several states also require a work permit or age certificate issued through the school. Check the rules for the Intern's primary work state before a minor starts.
Note: A paid intern is an employee, so the Form I-9 obligation applies and must be completed within three business days of the first day of work (8 U.S.C. Section 1324a(b)(1)). A paid intern completes a Form W-4, not a Form W-9: the W-9 is for independent contractors, and asking an intern for one signals the wrong classification. Keep I-9s in a separate file, not in the personnel file, and do not copy the Intern's Social Security number into this Agreement.
7. POLICIES, CONDUCT, AND ANTI-HARASSMENT
7.1 Policies. The Intern will comply with the Company policies made available to the Intern, including its anti-harassment and anti-discrimination policy, code of conduct, information security policy, and expense policy. Policies are not part of this Agreement and the Company may change them at any time. If a policy conflicts with this Agreement, this Agreement prevails.
7.2 Respectful Workplace. The Company does not tolerate discrimination, harassment, or retaliation against any person, including interns, whether paid or unpaid. The Intern may raise a concern with the Supervisor or with [complaint contact name and title], and the Company will not retaliate against the Intern for raising a concern in good faith.
Note: Do not assume an unpaid intern falls outside anti-harassment law. Federal protections generally track employee status, which is why several states closed the gap directly: California extends discrimination and harassment protection to unpaid interns (Cal. Gov. Code Sections 12940(c) and 12940(j)(1)) and New York does the same (N.Y. Exec. Law Section 296-c). Naming a complaint contact who is not the Intern's own supervisor is the single most useful thing this clause does.
8. CONFIDENTIALITY
8.1 Definition. "Confidential Information" means non-public information the Intern receives or learns through the internship, including product and technical information, source code, know-how, customer and supplier information, pricing, business and financial information, personal data, and trade secrets, together with non-public third-party information the Company is required to keep confidential. Confidential Information does not include information that: (a) is or becomes public without breach of this Agreement; (b) the Intern already lawfully held without a duty of confidence; (c) a third party gives the Intern without a duty of confidence; or (d) the Intern develops independently without using Confidential Information.
8.2 Obligations. The Intern will keep Confidential Information confidential, use it only for the internship, and not disclose it to anyone outside the Company without the Company's written consent. On the earlier of the end of the Term and the Company's request, the Intern will return or delete all Confidential Information in the Intern's possession.
8.3 Survival. Clause 8.2 continues for three years after the end of the Term, and for as long as the information remains a trade secret in the case of trade secrets.
8.4 General Skill and Knowledge. Nothing in this Section restricts the Intern from using the general skills, experience, and knowledge the Intern gains during the internship, provided the Intern does not use or disclose Confidential Information.
Note: Fallback position: if the Intern or a school pushes back on an open-ended obligation, a flat three-year term with no trade-secret tail is the common compromise and is what most standard confidentiality clauses run. The trade-secret tail in clause 8.3 is the market default because trade secret protection lasts only while the information stays secret, so a fixed cut-off can end protection while the secret is still live. Market-standard language: "for a period of three years following the end of the Term, or indefinitely in the case of trade secrets."
Note: Clause 8.4 is there for a reason. An internship is training, so a confidentiality clause that sweeps up everything the Intern learned would stop them working in the field afterwards and reads as overreach. Keeping the carve-out makes the rest of the clause more defensible, not less.
9. PROTECTED DISCLOSURES AND DTSA IMMUNITY NOTICE
9.1 Protected Disclosures. Nothing in this Agreement prevents the Intern from: (a) reporting a suspected violation of law to, or cooperating with, a government agency or regulator; (b) discussing wages, hours, or working conditions with others; (c) responding truthfully to a lawful subpoena or court order; or (d) exercising any other legally protected right. The Intern does not need the Company's permission or to notify the Company first.
9.2 DTSA Immunity Notice. Pursuant to the federal Defend Trade Secrets Act, 18 U.S.C. Section 1833(b), the Intern is hereby notified that:
(a) An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(b) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual: (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.
Note: Do not delete clause 9.2. Federal law requires this notice in any agreement with a person performing work that governs the use of trade secrets or confidential information, and leaving it out costs the Company the ability to recover punitive damages and attorney's fees under the Defend Trade Secrets Act against that person (18 U.S.C. Section 1833(b)(3)). It costs nothing to include and it is not negotiable.
Note: Clause 9.1 keeps the confidentiality clause on the right side of federal labor law. A confidentiality obligation drafted so broadly that it stops someone discussing pay or working conditions, or reporting to a regulator, can be unlawful in itself, and that risk applies to short internship agreements as much as to full employment contracts.
10. INTELLECTUAL PROPERTY AND WORK PRODUCT
10.1 Definition. "Work Product" means all inventions, designs, works of authorship, software, data, documents, and other materials the Intern creates, alone or with others, in the course of the internship or using Company time, equipment, facilities, or Confidential Information.
10.2 Assignment. To the extent any Work Product qualifies as a work made for hire under 17 U.S.C. Sections 101 and 201(b), it is a work made for hire and the Company owns it. To the extent it does not, the Intern hereby irrevocably assigns to the Company all right, title, and interest in and to the Work Product, including all intellectual property rights in it, effective on creation.
10.3 State Law Carve-Out. The assignment in clause 10.2 does not apply to any invention that the Intern developed entirely on the Intern's own time without using the Company's equipment, supplies, facilities, or trade secret information, except for an invention that: (a) relates at the time of conception or reduction to practice to the Company's business or to its actual or demonstrably anticipated research or development; or (b) results from any work the Intern performed for the Company. Where the Intern's primary work state provides a statutory carve-out on these lines, this clause is to be read as no broader than that statute permits.
10.4 Pre-Existing Materials. The Intern has listed in Exhibit C all inventions and materials the Intern owns or co-owns that were created before the Start Date and that the Intern wishes to exclude from clause 10.2. If the Intern includes any of those materials in Work Product, the Intern grants the Company a non-exclusive, worldwide, royalty-free, irrevocable, sublicensable license to use, modify, and distribute them as part of the Work Product.
10.5 Moral Rights and Further Assurances. To the extent permitted by law, the Intern waives all moral rights in the Work Product. At the Company's request and reasonable expense, the Intern will sign documents and do anything else reasonably needed to record or enforce the Company's rights in the Work Product, during and after the Term.
10.6 Third-Party and Open Source Material. The Intern will not include third-party or open source material in Work Product without the Supervisor's prior written approval, and will identify any such material and its license terms when seeking approval.
Note: Clause 10.2 uses both routes deliberately. Work made for hire covers employees automatically, but it does not reliably cover every arrangement, and a transfer of copyright ownership is not valid unless it is in a signed writing (17 U.S.C. Section 204(a)). The "hereby irrevocably assigns" wording is what satisfies that requirement, so keep both sentences.
Note: Fallback position on ownership: full assignment to the Company is the market default and is what almost every internship uses. Where an intern is building a portfolio piece or working on an academic project, the common compromise is that the Company still owns the Work Product but grants the Intern a personal, non-commercial license to display it in a portfolio. Add that as a short sentence in Exhibit B rather than reversing clause 10.2, and check first that no Confidential Information would be on display.
Note: Clause 10.3 exists because several states limit how far an employer can reach into an individual's own inventions. California is the clearest example: Cal. Lab. Code Section 2870(a) makes an assignment unenforceable as to inventions developed entirely on the individual's own time without employer resources and outside the employer's business, and Cal. Lab. Code Section 2872 separately requires the employer to give written notice of that limit when the agreement is made. Delaware, Illinois, Kansas, Minnesota, New Jersey, North Carolina, Utah, and Washington have comparable statutes with their own wording, so confirm the requirement for the Intern's primary work state. If California law governs, attach Exhibit D.
Note: Complete Exhibit C before signing even if the answer is "none", and have the Intern write "none" rather than leaving it blank. A blank list is the argument an intern uses later to claim a project predated the internship.
11. COMPANY PROPERTY, DATA, AND SECURITY
11.1 Return of Property. On the earlier of the end of the Term and the Company's request, the Intern will return all Company property, including equipment, access cards, and documents, and will delete Company data and Confidential Information from any personal device or account.
11.2 Security. The Intern will follow the Company's information security requirements, use only Company-approved systems and accounts for Company data, protect login credentials, and report any suspected security incident or data loss to the Supervisor promptly.
11.3 No Wage Deductions. The Company will not deduct the value of unreturned property from any pay owed to the Intern except where the deduction is expressly permitted by applicable law and the Intern has given any consent that law requires.
Note: Clause 11.3 is not a concession, it is protection. Most states restrict or prohibit deductions from wages for unreturned equipment, and an unlawful deduction can turn a lost laptop into a wage claim with penalties attached. Recover the property or its value separately rather than through payroll.
12. TERMINATION
12.1 Termination by Either Party. Either Party may end the internship at any time by giving [termination notice period in days] days' written notice to the other.
12.2 Immediate Termination by the Company. The Company may end the internship immediately if the Intern: (a) materially breaches this Agreement; (b) commits an act of dishonesty, harassment, or serious misconduct; (c) breaches the Company's information security requirements in a way that puts Company or customer data at risk; or (d) is unable to continue the internship for a reason that persists for more than [continuous absence trigger in days] consecutive days.
12.3 Effect of Termination. On termination, the Company will pay the Intern all wages earned up to the termination date within the time applicable law requires, and will reimburse approved expenses already incurred. The Intern will comply with Sections 8, 10, and 11.
12.4 Survival. Sections 8, 9, 10, 11, 12.3, 13 (if used), 14, and 15 survive the end of the Term.
Note: Two weeks' notice is the usual setting for an internship, and it is the number to use unless the internship is a short one. For a program of six weeks or less, one week is more proportionate. Market-standard language: "on fourteen (14) days' prior written notice."
Note: Final pay timing is set by state law, not by the parties, and some states require payment on the last day of work when the employer ends the engagement. Clause 12.3 defers to applicable law deliberately: writing a fixed number of days here risks committing the Company to something slower than its state requires.
13. POST-INTERNSHIP RESTRICTIONS [optional]
Note: Most internships should delete this Section. An intern rarely holds the customer relationships or team knowledge that a restriction is meant to protect, and asking a student to sign one is a poor signal that is unlikely to be worth enforcing. Keep it only where the Intern will genuinely own client contact or recruiting-sensitive information, and delete the non-compete idea entirely: this template does not include one, and imposing a non-compete on an intern is not defensible in most states.
13.1 No Solicitation of Staff. For [non-solicitation period in months] months after the end of the Term, the Intern will not knowingly induce any employee or contractor of the Company with whom the Intern worked directly during the Term to leave the Company. General advertising and recruitment not targeted at Company personnel is not a breach.
13.2 No Solicitation of Customers. For the same period, the Intern will not solicit business of the same type the Company provides from any customer the Intern had material contact with during the Term.
13.3 Reasonableness. If a court finds any part of this Section too broad to enforce, that part is to be reduced to the minimum extent needed to make it enforceable, and the rest of this Section continues in force.
Note: Six to twelve months is the usual range where a restriction of this kind is used at all. Anything longer against an intern invites a court to strike the clause rather than narrow it.
Note: If California law governs, delete this Section. Cal. Bus. & Prof. Code Section 16600 voids restraints on a person's ability to engage in a lawful profession, trade, or business, Section 16600.1 makes including a void non-compete in an employment contract unlawful in itself, and Section 16600.5 makes such a clause unenforceable regardless of where or when it was signed and lets the affected person sue for damages and attorney's fees. Narrow exceptions in Sections 16601 and 16602.5 apply to the sale of a business or the dissolution of a partnership or LLC, which will not describe an internship. Minnesota, North Dakota, and Oklahoma also restrict these clauses heavily, and several other states set earnings thresholds or notice requirements before a restriction binds. There is no federal ban in force: the Federal Trade Commission's non-compete rule was set aside in 2024, the agency withdrew it in September 2025, and it was removed from the Code of Federal Regulations in February 2026, so state law controls.
14. GOVERNING LAW AND DISPUTE RESOLUTION
14.1 Governing Law. This Agreement is governed by the laws of the State of [governing law state], without regard to its conflict of laws rules. Mandatory wage, hour, child labor, and anti-discrimination laws of the Intern's primary work state apply regardless of this choice.
Note: Use either Option A or Option B for clause 14.2. Delete the option you do not use.
Note: Use Option A (courts) unless the Company already runs arbitration across its workforce. Option A is simpler, costs nothing to set up, and avoids the fairness challenges that arbitration clauses attract in employment relationships. Use Option B (arbitration) if the Company arbitrates employment disputes generally and wants the internship to sit inside the same process. If the Intern will work primarily in California, note that Section 925 of the California Labor Code lets an employee void a clause requiring out-of-state law or an out-of-state forum for a dispute arising in California, so choose California law and a California venue for a California-based intern.
Option A - Courts: The state and federal courts located in [venue county and state] have exclusive jurisdiction over any dispute arising out of this Agreement, and each Party submits to that jurisdiction.
Option B - Arbitration: Any dispute arising out of this Agreement will be resolved by final and binding arbitration before a single arbitrator in [arbitration seat city and state], administered by [arbitration administrator] under its employment arbitration rules. The Company will pay the arbitrator's fees and the administrative costs of the arbitration. Either Party may seek injunctive relief from a court to protect Confidential Information or intellectual property. This clause does not require arbitration of: (a) a claim relating to sexual assault or sexual harassment, which the Intern may bring in court at the Intern's election; (b) a claim for workers' compensation or unemployment benefits; or (c) a charge filed with a government agency.
Note: Carve-out (a) in Option B is required, not optional. The Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act (9 U.S.C. Section 402) gives the person alleging the conduct the right to bring the claim in court despite a pre-dispute arbitration agreement, and the court, not the arbitrator, decides whether the Act applies. An arbitration clause without that carve-out is unenforceable as to those claims anyway, so leaving it out achieves nothing and looks worse.
Note: The Federal Arbitration Act makes written arbitration clauses in contracts affecting interstate commerce valid and enforceable save on grounds that would revoke any contract (9 U.S.C. Section 2). One-sided arbitration clauses, or clauses that push arbitration costs onto the individual, are the ones courts refuse to enforce, which is why Option B has the Company paying the arbitrator's fees.
15. GENERAL PROVISIONS
15.1 Notices. Notices under this Agreement must be in writing and sent to the Company at [notice email address of the company] marked for the attention of [notice contact name at the company], and to the Intern at [notice email address of the intern]. A notice sent by email takes effect when sent, unless the sender receives a delivery failure message.
15.2 Assignment. The Intern may not assign or transfer this Agreement. The Company may assign it to a successor to its business or assets on written notice to the Intern.
15.3 Severability. If any provision of this Agreement is held unenforceable, it is to be modified to the minimum extent needed to make it enforceable, or severed if it cannot be, and the rest of this Agreement continues in force.
15.4 Waiver. A waiver is effective only if given in writing and signed by the waiving Party. Not enforcing a right is not a waiver of that right or of any other right.
15.5 Entire Agreement. This Agreement and its Exhibits are the entire agreement between the Parties about the internship and replace all earlier discussions and understandings on the same subject.
15.6 Amendment. An amendment is effective only if made in writing and signed by both Parties.
15.7 Counterparts and Electronic Signature. This Agreement may be signed in counterparts and by electronic signature, each of which is an original and together form one agreement.
15.8 Construction. Each Party has had the opportunity to review this Agreement and to raise questions about its terms. The rule that ambiguities are construed against the drafter does not apply.
Note: Electronic signature is valid for this Agreement: a record or signature cannot be denied legal effect solely because it is electronic (15 U.S.C. Section 7001), and nearly every state has adopted a matching rule. A signature captured through an e-signature platform is enough.
IN WITNESS WHEREOF, the Parties have signed this Agreement as of the Effective Date.
THE COMPANY
Signature:
Printed Name:
Title:
Date:
Address:
Email:
THE INTERN
Signature:
Printed Name:
Title:
Date:
Address:
Email:
Note: Complete the block below only if the Intern is under 18 years of age. Delete it if the Intern is 18 or over.
PARENT OR LEGAL GUARDIAN ACKNOWLEDGEMENT
I confirm that I am the parent or legal guardian of [intern full legal name], that I have read this Agreement, and that I consent to the Intern taking part in the internship on these terms.
Signature: [parent or guardian signature]
Printed Name: [parent or guardian full name]
Email: [parent or guardian email address]
Date: [parent or guardian signature date]
EXHIBIT A - KEY COMMERCIAL TERMS
Note: Complete this Exhibit before signing. If anything here conflicts with the Sections above, this Exhibit prevails.
Parties and Dates
Effective Date: [effective date]
Company legal name: [company legal name]
Company entity type: [company entity type]
Company state of formation: [company state of formation]
Company address: [company address]
Company field of business: [company field of business]
Intern full legal name: [intern full legal name]
Intern address: [intern address]
Intern date of birth: [intern date of birth]
The Internship
Internship title: [internship title]
Department or team: [department or team]
Supervisor: [supervisor name and title]
Start date: [start date]
End date: [end date]
Scheduled days and hours per week: [scheduled days and hours per week]
Work location: [work location]
Primary work state: [primary work state]
Equipment and access provided: [equipment and access provided to the intern]
Classification and Pay
Classification (Section 4 Option A or Option B): [selected classification option]
Hourly rate or stipend amount (Option A): [hourly rate or stipend amount]
Pay frequency (Option A): [pay frequency]
School or program name (Option B): [school or program name]
Academic credit or program connection (Option B): [academic credit or program connection details]
Benefits the Intern is eligible for, if any: [benefits the intern is eligible for]
Conduct and Termination
Complaint contact: [complaint contact name and title]
Termination notice period: [termination notice period in days] days
Continuous absence trigger: [continuous absence trigger in days] days
Post-Internship Restrictions (delete if Section 13 is not used)
Non-solicitation period: [non-solicitation period in months] months
Law and Disputes
Governing law state: [governing law state]
Dispute resolution (Section 14.2 Option A or Option B): [selected dispute resolution option]
Court venue (Option A): [venue county and state]
Arbitration seat (Option B): [arbitration seat city and state]
Arbitration administrator (Option B): [arbitration administrator]
Notices
Company notice contact: [notice contact name at the company]
Company notice email: [notice email address of the company]
Intern notice email: [notice email address of the intern]
Parent or Guardian (only if the Intern is under 18)
Parent or guardian full name: [parent or guardian full name]
Parent or guardian email: [parent or guardian email address]
Parent or guardian signature: [parent or guardian signature]
Parent or guardian signature date: [parent or guardian signature date]
EXHIBIT B - SCOPE OF WORK AND LEARNING PLAN
Note: Fill this in with real detail before the Intern starts. It is the record of what the internship was actually for. If the internship is unpaid under Option B in Section 4, this Exhibit is the main evidence that the Intern was the primary beneficiary, so the training content matters more than the task list.
B.1 Projects and Tasks
[description of projects and tasks the intern will work on]
B.2 Learning Objectives
[skills and knowledge the intern is expected to gain]
B.3 Training and Supervision
[training, mentoring, and review sessions the company will provide]
B.4 Academic Connection (complete only for an unpaid internship)
[how the internship connects to the intern's course or credit requirements]
Note: A useful test for B.3: if the Company could not describe the training an outside observer would see, the internship is probably a job. Scheduled mentoring, code or work review, and exposure to parts of the business beyond the Intern's own tasks are the things that make an unpaid program defensible.
EXHIBIT C - PRE-EXISTING INVENTIONS AND MATERIALS
Note: List anything the Intern created before the Start Date that the Intern wants to keep out of the assignment in clause 10.2, for example a side project, an app, or a portfolio of work. Write "None" if there is nothing to list. Do not leave this page blank.
[list of pre-existing inventions and materials, or "none"]
Signed by the Intern: [intern signature on exhibit c]
Date: [intern signature date on exhibit c]
EXHIBIT D - NOTICE PURSUANT TO CALIFORNIA LABOR CODE SECTION 2872
Note: Attach this Exhibit only if California law governs the internship or the Intern's primary work state is California. Delete it otherwise. California requires the employer to give this written notice at the time the agreement is made (Cal. Lab. Code Section 2872). If another state with a comparable invention-assignment statute applies, use that state's required wording instead: the notices are not interchangeable.
This is to notify you, in accordance with Section 2872 of the California Labor Code, that this Agreement does not require you to assign to the Company any invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on your own time, and which does not relate at the time of conception or reduction to practice to the Company's business or to the Company's actual or demonstrably anticipated research or development, and which does not result from any work performed by you for the Company.
This notice does not apply to an invention that you are required to assign to the United States government under a contract between the Company and the United States or any of its agencies.
Acknowledged by the Intern: [intern signature on exhibit d]
Date: [intern signature date on exhibit d]
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