FELLOW’S NON-DISCLOSURE AGREEMENT

This FELLOW’S NON-DISCLOSURE AGREEMENT (this “Agreement”) is made effective for all purposes and in all respects as of 9th June, 2021, by and between Hutzpa Consulting and Innovation Lab Ltd (“Discloser”) and ………………………………………………………………. (“Fellow”). “Fellow” here refers to full or prospective fellows.

WHEREAS, “Fellow” is taking up Fellowship position at the Discloser; and

WHEREAS, Fellow desires to receive certain proprietary and confidential information from Discloser to evaluate and consider such position (the “Purpose”), and Discloser desires to disclose such information to Fellow solely for the Purpose.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties herein, intending legally to be bound, hereby agree as follows:

1. Confidential Information and Non-Disclosure Covenants.

(A)       For purposes of this Agreement, “Confidential Information” means all information disclosed by Discloser to Fellow, or which is obtained by the Fellow through direct or indirect contact with the Discloser,   relating to Discloser’s (or an affiliate’s or third party’s) business, including, without limitation, business plans, proposals, forecasts, financial data, customer and prospect lists and information, personnel data, contract information, properties, methods of operation, software (including, without limitation, source code, specifications, data, works-in-process, alpha and beta versions, design documents and documentation), trade secrets, inventions, discoveries, know-how, and other intellectual property. “Confidential Information” includes confidential information that was disclosed by Discloser to Fellow prior to the date hereof as well as information currently provided and to be provided to Fellow. Confidential Information may be disclosed in written or other tangible form (including as recorded on magnetic, optical or other storage media) or by electronic, oral, visual or other means.

(B)       Fellow shall only use Confidential Information for the Purpose. Fellow shall not at any time reveal to any third party any Confidential Information or any third-party information.

(C)       The above restrictions shall not apply to: (i) information that is or becomes publicly known through no fault of Fellow; (ii) information approved for release by written authorization of Discloser; or (iii) information that may be required by law or an order of any court, agency or proceeding to be disclosed; provided that, Fellow shall provide Discloser with written notice of any such required disclosure once Fellow has knowledge of it and will help Discloser at its expense to the extent reasonable to obtain an appropriate protective order.

(D)       Fellow acknowledges and agrees that Confidential Information shall be and remain the sole and exclusive property of Discloser (or such third party that disclosed Confidential Information to Discloser) and that immediately upon request Fellow shall return to Discloser all tangible embodiments of Confidential Information (and all copies thereof), or certify that they have been destroyed, and erase or delete all embodiments of Confidential Information (and all copies thereof) residing in any electronic or other storage device or media, whether any of the foregoing is created or made by Fellow or others.

3. No Breach of Agreement. Fellow covenants and agrees that Fellow will not disclose to Discloser, or induce Discloser to use, any proprietary information, knowledge or data belonging to a third party. Fellow further covenants and agrees not to enter into any agreement or understanding, either written or oral or by conduct, in conflict with the provisions of this Agreement.
4. Injunctive Relief. Fellow understands and agrees that Discloser will suffer damages in the event that Fellow breaches any of Fellow’s obligations under paragraph 1 or 2 hereof and that monetary damages will be inadequate to compensate Discloser for such breach. In the event of a breach or threatened breach by Fellow of any of the provisions of paragraph 1 or 2, Discloser, in addition to and not in limitation of any other rights, remedies or damages available to Discloser at law or in equity, shall be entitled to seek a temporary restraining order, preliminary injunction and/or permanent injunction in order to prevent or to restrain any such breach by Fellow, or breach by any or all of Fellow’s partners, co-ventures, employers, employees, servants, agents, privies, representatives and any and all persons directly or indirectly acting for, on behalf of or with Fellow.
5. Governing Law. It is understood and agreed that the construction and interpretation of this Agreement shall at all times and in all respects, be governed by the laws of Nigeria without regard to its rules of conflicts of laws. By signing this Agreement, both parties agree to submit to the exclusive jurisdiction and venue of Federal and State courts located in or serving Nigeria.
6. Benefit; No Assignment. This Agreement shall be binding upon, and shall inure to the benefit of, Discloser and Fellow, and their respective heirs, personal and legal representatives, successors and assigns; provided, however, that the rights and obligations of Fellow under this Agreement are personal and shall not be assigned, delegated or otherwise transferred by Fellow.
7. Severability. The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any one or more of the provisions hereof shall not affect the validity or enforceability of the other provisions of this Agreement.
8. Discloser. As used herein the term “Discloser” shall include any corporation or other entity that is at any time the parent, a subsidiary or an affiliate of Discloser.
9. Ownership. Fellow agrees that the ownership of any project/ startup/entity generated from this capstone project will be the Discloser or its subsidiaries’ sole responsibility to manage and assign.
10. Entire Agreement; No Waiver. This Agreement contains the entire agreement and understanding by and between Discloser and Fellow and no representations, promises, agreements or understandings, written or oral, not contained herein shall be of any force or effect. No change or modification hereof shall be valid or binding unless the same is in writing and signed by the party against whom such waiver is sought to be enforced. No valid waiver of any provision of this Agreement at any time shall be deemed a waiver of any other provision of this Agreement at such time or will be deemed a valid waiver of such provision at any other time. This Agreement shall not be deemed or considered to be an offer to employ Fellow at any time.
11. Employment. This Agreement shall not be deemed or considered to be an offer to employ Fellow at any time.
12. Time Period. The non-disclosure provisions of this agreement shall survive the termination or conclusion of the YIL fellowship training program and the fellow’s duty to hold confidential information in confidence shall remain in effect until the confidential information no longer qualifies as a trade secret and after a duration of eighteen months (18) from the end of the fellowship training programmes (October).
13. Post-fellowship: Even after the fellowship program, this agreement is binding on fellow with respect to the intellectual properties associated with the capstone projects which he participated in for the duration as stated in clause 12.
14. Headings. Headings of the paragraphs and subparagraphs of this Agreement are for the convenience of the parties only, and shall be given no substantive or interpretative effect whatsoever.

-oOo-

                                            FELLOW’S TRAINING AGREEMENT

1. On Time Commitment:
   1. The YIL Fellowship is a four-month intensive program. As such, participants must be able to commit themselves and their time to the program as follows:
      1. The five days compulsory virtual convening between 5th – 9th July must be fully devoted to the program.
         1. Morning Session: 10:00 – 13:00 (WAT)
         2. Evening Session: 18:00 – 19:00 (WAT)
      2. The four months’ challenge phase for the capstone projects which is going to be semi-online, participants must be willing to commit to 10 hours weekly on the capstone project
      3. The four days compulsory bootcamp at the beginning and at the end of the training
      4. Should any participant skip any scheduled meeting, they should take permission by sending an email to yilfellowship2022@gmail.com
2. On Scholarship: As a YIL Fellowship Standard participant, you have received a full scholarship. This scholarship covers the tuition, feeding, training materials, and accommodation.
3. Calendar:
   1. 5th – 9th July (Inauguration Bootcamp)
   2. 11th July – 14th October (Challenge Phase)
   3. 19th – 22nd October (Final Bootcamp – Abuja)
   4. 19th – 22nd October (Final Bootcamp – Accra)
   5. 26th – 29th October (Final Bootcamp – Nairobi)
   6. 2nd – 5th November (Final Bootcamp – Johannesburg)
   7. 9th – 12th November (Final Bootcamp – Rabat)
4. On Accommodation:
   1. Participants who make it to the final boot camp will be accommodated in the same hotel/ premises for continual team work and to ensure we are responsible for your safety for the 3 days in-person convention.
   2. Two persons of same gender will be in the same room to enable for good bonding and connection, if however, anyone desires to stay alone, we shall oblige them they would have to pay for the accommodation.
   3. Your hotel will be at the venue of training or close to the venue of the training.
5. On Evaluation:
   1. There shall be an individual evaluation of each member of the team. The supervisor of the team will also participate in evaluating each member of the team. An aggregate of the responses shall be used to ascertain an individual’s time commitment to the project.
   2. The time commitment evaluation will come just before the final boot camp session in October.
   3. After the projects are evaluated and the most valuable ones are further provided the support to scale up in our acceleration programs.
6. On the Fellowship:
   1. This Fellowship is awarded after participating in the first virtual training, completing the capstone project, and participating in the second Bootcamp.
   2. Your Fellowship will be awarded in October/November. After this, you will be assigned a Mentor (optional).
   3. There are benefits that come with being a fellow (see below). For you to access these benefits, you shall prove to us that you have inspired, initiated, managed or led innovation in your industry within the previous year. So, you essentially renew your fellowship annually by proving that you’re still innovating.
   4. Materials, including and not limited to videos and photos of participants, emanating from the fellowship’s activities (including the YIL application process) belong to the fellowship and it has the right to use them without the permission from the participants.
7. On Penalty:
   1. Those not committed to the time demands are disqualified from continuing in the Fellowship. For example, if the evaluation says you didn’t commit up to 10 hours weekly for the approximately 10 weeks, you’ll be disqualified from attending the October session and as such won’t be awarded the Fellowship.
8. On the Projects:
   1. You will be assigned a capstone project from the two you choose out of a group of projects.
   2. You will work in a team of about four bright individuals who would have chosen same projects.
   3. You are supposed to work online via SLACK channel or any other platform agreed on by the fellowship. Hence, you must have access to internet connection and a smart device to download and work on SLACK.
   4. You would have to put your best efforts and assess all resources towards producing a Proof of Concept of the product or a Minimal Viable Product (MVP) by the end of the four months and present it at the October session.
   5. Once after the fellowship, those interested in following through to build an initiative out of the innovations will become co-founders and shall share ownership of the ensuing initiative.
   6. The YIL Fellowship Platform has the exclusive rights to withdraw any team member from the project at any time who has shown levels of non-commitment or whom it thinks isn’t suitable to be in any particular team or continue in the training.
9. On the Diploma Certificate from African University of Science and Technology:
   1. This diploma is awarded automatic upon completion of the program at the induction Bootcamp.
   2. The diploma will come at a cost which will be communicated soon to all who may be interested in obtaining one.
10. On the Benefits of the Fellowship:
    1. Discover yourself through the intensive personal development drills in the programs.
    2. Receive a fantastic training on innovation management, entrepreneurship, and leadership from global experts.
    3. Network with champions.
    4. Work in teams and grow professionally with like-minds.
    5. Get certified in innovation management and become an innovation consultant.
    6. Participate in monthly Webinars on innovation case studies from global experts/ mentors.
    7. Receive annual continual mentorship from global experts.
    8. Create value. Impact the world with an innovation from this fellowship.
    9. Have a chance to mentor young bright minds.
    10. Get an opportunity to participate at the annual innovation leadership conference for all Fellows every September/ October.
    11. Be a YIL Fellow and belong to one of the fastest growing innovation leadership networks in the world.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective for all purposes and in all respects as of the day and year written below.

1st July 2022